TCR_Public/110523.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 23, 2011, Vol. 15, No. 141

                            Headlines

1175 GERARD AVENUE: Voluntary Chapter 11 Case Summary
2131 CLINTON: Case Summary & 9 Largest Unsecured Creditors
4690 TOMPKINS: Case Summary & 3 Largest Unsecured Creditors
62-68 WEST: Voluntary Chapter 11 Case Summary
760 HUNTS: Voluntary Chapter 11 Case Summary

94TH AND SHEA: Amends Disclosure Statement
ADVENT PHARMACEUTICALS: Case Summary & Creditors List
AES THAMES: Has Access to CL&P Cash Collateral Until June 2
AJ MONTEREY: Case Summary & 20 Largest Unsecured Creditors
ALABAMA AIRCRAFT: Files List of Government-Owned Properties

ALLIED SECURITY: S&P Affirms 'B' CCR; Outlook Revised to Stable
ALT HOTEL: Wants Schedules Filing Deadline Moved to June 19
ALT HOTEL: Taps Neil Wolf & Associates as Bankruptcy Counsel
ALT HOTEL: Sec. 341 Creditors' Meeting on June 15
ALT HOTEL: Has OK to Use Hotel Revenues to Fund Operations

AMERICA WEST: Incurs $6.5-Mil. First Quarter Net Loss
AMERICAN UNDERWRITERS: A.M. Best Upgrades FSR to 'B'
AMRAT HOTELS: Case Summary & 12 Largest Unsecured Creditors
ARCHWOOD HOUSING: Case Summary & 20 Largest Unsecured Creditors
ASARCO LLC: Barclays Insist Entitlement to $750,000 Add'l Fees

ASARCO LLC: Trustee Provides Updates on El Paso Site Cleanup
ASARCO LLC: El Paso Council Votes to Rezone Smelter Site
ATLANTIC SOUTHERN BANK: Closed; CertusBank NA Assumes Deposits
AVANTAIR, INC: Incurs $957,000 Net Loss in Fiscal Third Quarter
BANNING LEWIS: Files Chapter 11 Liquidating Plan

BERNARD L MADOFF: Trustee Settles $212-Mil. Claims With Feeders
BELDEN INC: Moody's Affirms 'Ba1' Corporate Family Rating
BESO LLC: Can File Chapter 11 Plan Until June 24
BEST WESTERN: Bank Forecloses; Sets Motel for Auction
BIOJECT MEDICAL: Incurs $155,600 Net Loss in First Quarter

BLOCKBUSTER INC: Closes Store in Woodinville, Wash.
BORDERS GROUP: Proposes to File Under Seal Seattle's Best Deal
BORDERS GROUP: Proposes to Assign 2 Store Leases to TJX
BORDERS GROUP: Wins OK to Assign 2 Store Leases to Agree Ltd.
BORDERS GROUP: Has Approval for OCW Lease Termination Pact

BORDERS GROUP: Pershing Dumps 1.06 Million Shares
BOUNDARY BAY: Files New Schedules of Assets & Liabilities
BRENTWOOD VILLAGE: Case Summary & 20 Largest Unsecured Creditors
BRISAM COVINA: Court OKs Deal Resolving Natixis Claim
B.V. INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors

CAL PINNACLE: Case Summary & 20 Largest Unsecured Creditors
CANO PETROLEUM: Incurs $4.32-Mil. Net Loss in Fiscal Q3
CAPMARK FINANCIAL: Sells Management Stake in $1B Fund for $12.7M
CAREFREE WILLOWS: Schwartzer & McPherson Withdraws as Counsel
CARGO TRANSPORTATION: Hires Jennis & Bowen as Substitute Counsel

CARGO TRANSPORTATION: Has Until Aug. 12 to Accept or Reject Leases
CCS INCOME: Bank Debt Trades at 5% Off in Secondary Market
CHINA RUITAI: Bernstein & Pinchuk Resigns as Accountants
CHUMEIA VINEYARDS: Case Summary & 22 Largest Unsecured Creditors
CHRYSLER GROUP: Moody's Affirms 'B2' Corporate Family Rating

CHRYSLER GROUP: S&P Gives 'BB-' Rating on Second-Lien Debt
CLAIRE'S STORES: Bank Debt Trades at 7% Off in Secondary Market
CLEAN BURN: Receives OK to Hire Northern Blue as Counsel
CLEAN BURN: Committee Gets OK to Hire Ivey McClellan as Counsel
CLEAR CHANNEL: Bank Debt Trades at 12% Off in Secondary Market

COMMERCIAL VEHICLE: Issuable Common Shares Hiked to 4.6 Million
CPJFK LLC: Ch. 11 Trustee Wins OK for Trivella as Labor Counsel
CPJFK LLC: Ch. 11 Trustee Wants Case Converted to Chapter 7
CORUS BANKSHARES: Former Execs. Settle Class Action Suit for $10M
CREDITRON FINANCIAL: IRS Postpones Auction for Seized Assets

CROATAN SURF: Bank Lender Demands Adequate Protection Payments
CROSS COUNTY: Asks for Approval of John Lewis as Counsel
CROSS COUNTY: Court Okayed Use of Rents for 14-Day Period
DENNEY FARMS: Gives Up to Lender, Asks for Case Dismissal
DESERT OASIS: Wants to Use Rental Income to Fund Bankruptcy

DESERT OASIS: Hires Schwartzer & McPherson as Bankruptcy Counsel
DESERT OASIS: Sec. 341 Creditors' Meeting Set for June 9
DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating
DMW MARINE: Case Summary & 20 Largest Unsecured Creditors
DREIER LLP: Trustee Seeks OK of $11.5MM Settlement With Perella

EAGLE ROCK: Moody's Assigns 'B3' Rating to Senior Notes
ELECTRIC CITY: Receivership, Chapter 11 to Address Woes Suggested
ELK GROVE: Case Summary & 20 Largest Unsecured Creditors
EMPIRE RESORTS: Incurs $558,000 Net Loss in First Quarter
ENERGYCONNECT GROUP: Files Form S-8; Registers 1.2MM Shares

ENERGYCONNECT GROUP: Incurs $1-Mil. Net Loss in April 2 Qtr.
ENIVA USA: Receives OK to Hire Leslie Anderson as Tax Counsel
EOS PREFERRED: Reports $1.45-Mil. First Quarter Net Profit
EPANDCO HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
ESQUIRE PROPERTY: Case Summary & Largest Unsecured Creditor

FAIRVUE CLUB: Court Approves Disbursements, Dismisses Ch.11 Case
FIRST GEORGIA BANKING: Closed; CertusBank NA Assumes All Deposits
GHOST TOWN: Park Could See Life Again in 2012
FORESTRY MUTUAL: A.M. Best Lifts Fin'l Strength Rating to 'B-'
FRANKLIN PACIFIC: Response to Armed Forces Bank Suit Due May 25

FUNXION: Files for Bankruptcy After Investor Cuts Funding
GOLDENPARK LLC: Wants to Use Urban Commons' Cash Collateral
GOLDENPARK LLC: Sec. 341 Creditors' Meeting on June 15
GREEN VINEYARD: Voluntary Chapter 11 Case Summary
GREENSHIFT CORP: Reports $10.1-Mil. First Quarter Net Income

GROTH BROS: Case Summary & 20 Largest Unsecured Creditors
GRUBB & ELLIS: Cohanzick Management Discloses 1.26% Equity Stake
GULF OFFSHORE: S&P Gives 'CCC+' CCR; Outlook Developing
HOCHHEIM PRAIRIE: S&P Affirms 'BB' ICR; Outlook Revised to Neg.
HOST HOTELS: S&P Rates $50MM Add-on Sr. Secured Notes at 'BB+'

INDIANAPOLIS DOWNS: Judge Freezes $600-Million Suit Against CEO
IRADJI HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
JACKSON COUNTY EQUIPMENT: Tex. App. Ct. Rules on Guarantor's Suit
JBS USA: Fitch Rates $1-Bil. Senior Unsecured Bonds at 'BB-'
J.M. BRENNAN: Voluntary Chapter 11 Case Summary

KE KAILANI: Agrees to Dismissal of Chapter 11 Case
KENT'S MUFFLER: Voluntary Chapter 11 Case Summary
KT SPEARS: Files Schedules of Assets and Liabilities
KT SPEARS: Seeks to Hire Okin Adams as Counsel
LA JOLLA: Outstanding CShares Hike to 11.26 Million

LEHMAN BROTHERS: Creditors Transfer $2-Bil.+ in Claims in April
LEHMAN BROTHERS: JPM Wants Lehman's $8.6-Bil. Request Denied
LEHMAN BROTHERS: LBSF Sues Ford Trust for $27 Million
LEHMAN BROTHERS: Seeks Dismissal of $450Mil. Pulsar Lawsuit
LIFECARE HOLDINGS: Incurs $3.6-Mil. First Quarter Net Loss

LOCATEPLUS HOLDINGS: James Ahearn Resigns from Board of Directors
MARGAUX ORO: Court Approves $587T DIP Loan From Wells Fargo
MICROBILT CORP: Court OKs Sealed Filing of Schedules, Statements
MSR RESORT: Hearing on Plan Exclusivity Extensions Set for May 26
NEOMEDIA TECHNOLOGIES: Reports $8.8-Mil. 1st Quarter Net Income

NEUROLOGIX, INC: Incurs $2.08-Mil. First Quarter Net Loss
NEW STREAM: Committee Taps Houlihan Lokey as Financial Advisor
NEW STREAM: Panel Taps Kurtzman Carson as Communications Agent
NEW STREAM: Committee Taps NewOak Solutions as Consultant
NEW STREAM: Committee Taps Zolfo Cooper as Forensic Accountants

OK ETON: Court Reschedules Plan Confirmation Hearing to July 5
PETRA FUND: Examiner Taps McKenna Long as Bankruptcy Counsel
PETRA FUND: Examiner Hires Mesirow as Financial Advisors
PRICHARD, AL: High Court to Review Muni Bankruptcy Requirement
REALOGY CORP: Bank Debt Trades at 4.5% Off in Secondary Market

REMINGTON RANCH: Has Court OK to Borrow $4,000 to Pay Accountant
RIVER EAST: Hearing on Motion to Dismiss Case Continued to July 11
SATELITES MEXICANOS: Can Hire Alfaro as Mexican Financial Advisor
SATELITES MEXICANOS: Can Hire Greenberg Traurig as Bankr. Counsel
SATELITES MEXICANOS: Can Hire Ernst & Young as Financial Advisor

SATELITES MEXICANOS: Can Hire Lazard Freres as Investment Banker
SOUTHEASTERN CONSULTING: Case Summary & Creditors List
SOUTHWEST SEAFOOD: Case Summary & 7 Largest Unsecured Creditors
SPEARS TRUCKING: Case Summary & 4 Largest Unsecured Creditors
STATION CASINOS: Committee Wants to Compel GV Ranch Discovery

STATION CASINOS: Commences Propco Rights Offering
STATION CASINOS: April 12 Debtors Plan Get Creditor Approval
STATION CASINOS: Files 1st Quarter Report With Bankr. Court
STFG INC: Dist. Ct. Dismisses Appeal From Ch. 7 Trustee's Accord
SUD PROPERTIES: Case Summary & 9 Largest Unsecured Creditors

SUMMIT BANK: Closed; Columbia State Bank Assumes All Deposits
SUNNYSLOPE HOUSING: Seeks Release of $372,224 in Funds
SWEETHEART FARMS: Case Summary & 11 Largest Unsecured Creditors
THERAGEN, INC.: Case Summary & 20 Largest Unsecured Creditors
THINK3 INC.: Case Summary & 20 Largest Unsecured Creditors

TMG CANTON: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
TUDOR OAKS: Case Summary & 14 Largest Unsecured Creditors
TXU CORP: 2017 Debt Trades at 21% Off in Secondary Market
TXU CORP: 2014 Debt Trades at 14% Off in Secondary Market

UNITED GILSONITE: Creditors Panel Wants Montgomery as Counsel
UNITED GILSONITE: Files Schedules of Assets & Liabilities
UNITED GILSONITE: Asks for Court OK to Retain Steptoe & Johnson
UNITED GILSONITE: Has Court's Permission to Hire Wilbraham Lawler
U.S. CORP: Government Entities Can't Be "Involuntary Debtor"

US FOODSERVICE: Bank Debt Trades at 5% Off in Secondary Market
VILLAGE OF HANOVER: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Plan Talks Continue; Confirmation Hearing Moved
WEST JACKSON: Voluntary Chapter 11 Case Summary
W.R. GRACE: Decides to Move Foreign Holdco Away from Netherlands

W.R. GRACE: Wins Approval for Dekalb County Consent Order
W.R. GRACE: Canadian ZAI Counsel Has OK to Hire Collectiva

* Regulators Shut 3 Banks, Raise Year's Total to 43
* S&P Global Corporate Default Tally Remains at 15

* BOND PRICING -- For Week From May 16 - 20, 2011


                            *********


1175 GERARD AVENUE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 1175 Gerard Avenue Housing Development Fund Corporation
        1175 Gerard Avenue
        Bronx, NY 10452

Bankruptcy Case No.: 11-12356

Chapter 11 Petition Date: May 18, 2011

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

Judge: Arthur J. Gonzalez

Debtor's Counsel: Daniel Padernacht, Esq.
                  3605 Sedgwick Avenue
                  Bronx, NY 10463
                  Tel: (718) 543-2367

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

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

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

The petition was signed by Luis Reyes, president board of
director.


2131 CLINTON: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 2131 Clinton Avenue Housing Development Fund Corporation
        2129-31 Clinton Avenue
        Bronx, NY 10457

Bankruptcy Case No.: 11-12384

Chapter 11 Petition Date: May 18, 2011

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

Debtor's Counsel: Scott Jaffe, Esq.
                  BRYANT BURGHER JAFFE & ROBERTS LLP
                  757 Third Avenue, Suite 1501
                  New York, NY 10017
                  Tel: (212) 967-1773
                  Fax: (212) 967-1811
                  E-mail: scottjaffe@bryantllp.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-12384.pdf

The petition was signed by Marcia Brown, president.


4690 TOMPKINS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 4690 Tompkins Avenue Partnership
        aka Tompkins Avenue Partnership
        4690 Tompkins Avenue
        Oakland, CA 94619

Bankruptcy Case No.: 11-45394

Chapter 11 Petition Date: May 18, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: James Jingming Cai, Esq.
                  SCHEIN AND CAI LLP
                  111 W St. John St. #1250
                  San Jose, CA 95113
                  Tel: (408) 436-0789
                  E-mail: jcailawyer@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-45394.pdf

The petition was signed by Walter Loo, partner.


62-68 WEST: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 62-68 West 176th Street Housing Development Fund
        Corporation
        62-68 West 176th Street
        Bronx, NY 10453

Bankruptcy Case No.: 11-12353

Chapter 11 Petition Date: May 18, 2011

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

Judge: Martin Glenn

Debtor's Counsel: Daniel Padernacht, Esq.
                  3605 Sedgwick Avenue
                  Bronx, NY 10463
                  Tel: (718) 543-2367

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

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

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

The petition was signed by Uquana Davis, treasurer.


760 HUNTS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 760 Hunts Point Avenue Housing Development Fund Corp.
        760 Hunts Point Avenue
        Bronx, NY 10474

Bankruptcy Case No.: 11-12383

Chapter 11 Petition Date: May 18, 2011

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

Debtor's Counsel: Scott Jaffe, Esq.
                  BRYANT BURGHER JAFFE & ROBERTS LLP
                  757 Third Avenue, Suite 1501
                  New York, NY 10017
                  Tel: (212) 967-1773
                  Fax: (212) 967-1811
                  E-mail: scottjaffe@bryantllp.com

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

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

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

The petition was signed by Steven Gonzales, president.


94TH AND SHEA: Amends Disclosure Statement
------------------------------------------
94th and Shea, L.L.C., amended the disclosure statement explaining
its proposed plan of reorganization filed before the U.S.
Bankruptcy Court for the District of Arizona.

The Disclosure Statement, as amended, says the Plan will be funded
by operations of the Debtor's real property and a capital infusion
in the amount of the new value by the interest holders or the
successful bidder, if an auction is held.  As a showing of good
faith and commitment to the Plan, the interest holders will place
$100,000 in escrow in the trust account of the Debtor's bankruptcy
counsel on or before the auction.  These funds will become a part
of the estate and will fund the new value contribution
obligations, only in the event that the interest holders is the
successful bidder for the equity interests in the Reorganized
Debtor.  Additionally, these funds will only be available to, and
become a part of, the estate if a confirmation order confirming
this Plan is entered and becomes a final order.

The Debtor intends to pay in full all allowed secured claims,
including JPMCC 2007-CIBC19 Shea Boulevard, LLC's $21,000,000
claim.  Holders of unsecured claims totaling $1,855,116 will (i)
share, pro rata, in a distribution of $150,000 in cash paid by the
Reorganized Debtor, from the new value contribution, on the 90th
day following the Effective Date of the Plan, (ii) each receive
its pro rata portion of a $500,000 subordinated debenture payable
to holders of allowed unsecured claims.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/94thandShea_RedlinedDS.pdf

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.  It also owns
approximately 3.5 acres of adjacent land, which the Debtor
describes as the "Outparcel."  The members are 9400 Shea
Investors, LLC, the Goodhue Family Partnership, LLLP, and the
Rosso Family Partnership, LLLP.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli
Shughart, P.C., serve as counsel to the Debtor.  The Debtor
disclosed $123,588 plus unknown amount in assets and $22,870,408
in liabilities as of the Chapter 11 filing.


ADVENT PHARMACEUTICALS: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Advent Pharmaceuticals, Inc.
        55 Lake Drive
        East Windsor, NJ 08520

Bankruptcy Case No.: 11-25437

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: bfrost@teichgroh.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-25437.pdf

The petition was signed by Bharat K. Patel, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Theragen, Inc.                        11-25440            05/18/11


AES THAMES: Has Access to CL&P Cash Collateral Until June 2
-----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized, for the fourth time, AES Thames
L.L.C., on an interim basis, to use cash according to a budget,
including the cash collateral of Connecticut Light and Power
Company, pending final hearing.

As adequate protection for, and to secure payment of an amount
equal to the diminution in value of the collateral, the Debtor
will grant CL&P a replacement lien on the cash collateral,
provided that the replacement lien will be granted solely and
exclusively to the extent CL&P presently has a valid, perfected,
enforceable security interest in, and lien upon the cash
collateral.

The replacement liens will be subject to the payment of (i) any
unpaid fees payable to the United States Trustee, (ii) any unpaid
fees payable to the Clerk of the Court, and (iii) the unpaid
outstanding and allowed fees and expenses incurred by the Debtor's
professionals.

The final hearing on the Debtor's request to use cash collateral
will be on June 2, 2011, at 10:00 a.m.

                        About AES Thames

Uncasville, Connecticut-based AES Thames, L.L.C., owns and
operates a coal-fired power plant located in Montville,
Connecticut.  The facility generates and sells electricity to
Connecticut Light and Power Company.  It also supplies processed
steam to a recycled paperboard mill owned by Smurfit-Stone
Container Corp.  AES Thames is a unit of AES Corp., the Arlington,
Virginia-based power producer with operations in 29 countries.

AES Thames filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 11-10334) on Feb. 1, 2011.  The increased cost of
energy production and the "uneconomic and onerous provisions" of a
steam sale agreement with Smurfit-Stone's predecessor led AES
Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Landon Ellis,
Esq., at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy
counsel.

According to court filings, based on the balance sheet as of
Dec. 1, 2010, total assets were $162 million, and the Debtor has
$52 million in short term liabilities and $122.6 million in long
term debt.


AJ MONTEREY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AJ Monterey Street Partners, LLC
        P.O. Box 188
        Gilroy, CA 95021

Bankruptcy Case No.: 11-54759

Chapter 11 Petition Date: May 18, 2011

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

Judge: Stephen L. Johnson

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Scheduled Assets: $4,040,700

Scheduled Debts: $5,866,604

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-54759.pdf

The petition was signed by Afonso Almeida, managing member.


ALABAMA AIRCRAFT: Files List of Government-Owned Properties
-----------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Alabama Aircraft Industries Inc. on Thursday filed a
list of government property it holds as it prepares to sell itself
through bankruptcy proceedings.  DBR says the lengthy roster
includes bits of equipment like clamps, levers, radio controls and
testing instruments.  DBR says the measure was a protective one
requested by creditors to make sure it doesn't sell that property
at its upcoming auction in June.

As reported by the Troubled Company Reporter on May 5, 2011,
Alabama Aircraft won approval to conduct an auction for its
business on June 6.  Bill Rochelle, Bloomberg News' bankruptcy
columnist, said that under the court-approved procedures, bids are
due initially by June 2.  AAI must disclose the winner of the
auction by June 7, in advance of a June 13 hearing for approval of
the sale.  No buyer is yet under contract.  A sale is necessary
because AAI was unable to arrange financing.

                     About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since Jan. 1, 2010.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.  The
Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALLIED SECURITY: S&P Affirms 'B' CCR; Outlook Revised to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Conshohocken, Pa.-based Allied Security Holdings
LLC. "We also revised our outlook to stable from negative," S&P
related.

"At the same time, we affirmed our 'B+' issue-level ratings on the
company's $80 million revolving credit facility due in February
2016 and $420 million first-lien term loan due in February 2017.
The recovery ratings on both debt issues are '2', indicating our
expectation of substantial (70% to 90%) recovery in the event of a
payment default. We also affirmed our 'CCC+' issue-level rating on
the company's $165 million second-lien term loan due in February
2018. The recovery rating is '6', indicating our expectation of
negligible (0% to 10%) recovery in the event of a payment
default," S&P continued.

"The outlook revision to stable reflects our view that recent
growth and lower interest expense due to the recent
recapitalization should allow credit measures to stabilize in line
with 'B' rating category medians," said Standard & Poor's credit
analyst Brian Milligan.

"The ratings reflect our opinion that privately held Allied has a
highly leveraged financial risk profile, primarily because of the
company's aggressive financial policy, heavy debt burden, and weak
cash flow protection measures," said Mr. Milligan. "We assess the
company's business risk profile as weak, reflecting its No. 3
position in the highly fragmented and competitive contract
security officer industry and narrow business focus."

The outlook for Allied Security is stable, reflecting Standard &
Poor's opinion that the company's recent growth should allow
credit measures to stabilize in line with 'B' rating category
medians. "Specifically, we expect adjusted leverage to gradually
improve to the low-5x area over the next two years and EBITDA
interest coverage to improve to the mid-2x area during 2011," S&P
added.


ALT HOTEL: Wants Schedules Filing Deadline Moved to June 19
-----------------------------------------------------------
ALT Hotel, LLC, seeks an extension of the time to file its (a)
schedules of assets and liabilities, (b) statements of financial
affairs, (c) schedules of current income and expenditures, (d)
statements of executory contracts and unexpired leases and (e)
lists of equity security holders, for a period of 30 days in
addition to the 15 days otherwise provided by section 521 of the
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure
1007(c) -- or through June 19, 2011.

The Debtor said it was forced to file for bankruptcy under non-
ideal circumstances to protect its ownership interest in the
Allerton Hotel in downtown Chicago from the predatory acts of
lenders Wells Fargo Bank N.A. and DiamondRock Allerton Owner LLC,
an affiliate of DiamondRock Hospitality Company, a publicly held
real estate investment trust.

The Debtor said it has thus far been unable to obtain certain
information necessary to compile its Schedules and Statements.
While it is diligently seeking to obtain, review and process all
information, it will take longer than usual for the Debtor to
obtain all necessary information for completion of its Schedules
and Statements.

                        About ALT Hotel LLC

ALT Hotel LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Lawyers at Paul, Hastings, Janofsky & Walker LLP,
and Neal Wolf & Associates, LLC, both in Chicago, Illinois, serve
as bankruptcy counsel to the Debtor.  In its petition, the Debtor
listed $100 million to $500 million in assets and $50 million to
$100 million in debts.

Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.


ALT HOTEL: Taps Neil Wolf & Associates as Bankruptcy Counsel
------------------------------------------------------------
ALT Hotel, LLC, seeks Bankruptcy Court permission to hire as
bankruptcy lawyers:

          Neal L. Wolf, Esq.
          Dean C. Gramlich, Esq.
          Jordan M. Litwin, Esq.
          NEAL WOLF & ASSOCIATES, LLC
          155 N. Wacker Drive, Suite 1910
          Chicago, IL 60606
          Tel: (312) 228-4990
          Fax: (312) 228-4988
          E-mail: nwolf@nealwolflaw.com
                  dgramlich@nealwolflaw.com
                  jlitwin@nealwolflaw.com

NW&A received from the Debtor a flat fee payment of $100,000 for
legal services it performed in preparing the bankruptcy filing.
NW&A's post-petition attorneys' fees are capped per agreement
between the Debtor and NW&A.

NW&A, Petra Capital Management, and the Debtor have agreed that
if, for any reason, the Debtor is unable to pay allowed attorneys'
fees and expenses, PCM will cause one of its affiliates to either
(a) make a debtor-in-possession loan to the Debtor to enable the
Debtor to pay NW&A's allowed and unpaid attorneys' fees and costs,
or (b) pay the allowed fees and expenses directly to NW&A.  The
Debtor will seek approval of any DIP loan from the Court.

The Debtor has not provided any post-petition retainer to NW&A in
connection with its representation of the Debtor in this Case.
NW&A reserves the right to request a postpetition retainer upon
notice to creditors and other parties in interest and subject to
approval by the Court.

The current billing rates of the attorneys and the legal
assistants to be primarily responsible for representing the
Debtor, which NW&A may subsequently review and revise, are:

     Name                     Title           Hourly Rate
     ----                     -----           -----------
     Neal L. Wolf, Esq.       Manager and        $595
                                Sole Member
     Gerald F. Munitz, Esq.   Senior Counsel     $595
     Dean C. Gramlich, Esq.   Counsel            $475
     Jordan M. Litwin, Esq.   Associate          $325
     Jacob R. Lenzke, Esq.    Associate          $275
     Diane M. Wolski          Legal Assistant    $150
     Rosemary B. Janisch      Legal Assistant    $150

Mr. Wolf attests that NW&A does not represent any interest adverse
to the Debtor's estate.  NW&A holds no interest adverse to the
Debtor's estate and is a "disinterested person" as that phrase is
defined in section 101(14) of the Bankruptcy Code.

                        About ALT Hotel LLC

ALT Hotel LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Lawyers at Paul, Hastings, Janofsky & Walker LLP,
and Neal Wolf & Associates, LLC, both in Chicago, Illinois, serve
as bankruptcy counsel to the Debtor. In its petition, the Debtor
listed $100 million to $500 million in assets and $50 million to
$100 million in debts.

Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.


ALT HOTEL: Sec. 341 Creditors' Meeting on June 15
-------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in the bankruptcy case of ALT Hotel, LLC, on June 15, 2011, at
1:30 p.m. at 219 South Dearborn, Office of the U.S. Trustee, 8th
Floor, Room 802, Chicago, Illinois.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                        About ALT Hotel LLC

ALT Hotel LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Lawyers at Paul, Hastings, Janofsky & Walker LLP,
and Neal Wolf & Associates, LLC, both in Chicago, Illinois, serve
as bankruptcy counsel to the Debtor. In its petition, the Debtor
listed $100 million to $500 million in assets and $50 million to
$100 million in debts.

Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.


ALT HOTEL: Has OK to Use Hotel Revenues to Fund Operations
----------------------------------------------------------
ALT Hotel LLC won interim authority from the Bankruptcy Court to
use the cash collateral securing its obligation to DiamondRock
Allerton Owner LLC, an affiliate of DiamondRock Hospitality, a
publicly held real estate investment trust.

DiamondRock acquired beneficial interests under the loan from the
Wells Fargo Securitization Trust.  The current principal amount
asserted to be due and owing under the Senior Loan Agreement is
$69 million.  Pursuant to a Mortgage and Security Agreement, dated
Nov. 9, 2009, DiamondRock claims that the senior loan is secured
by a lien on substantially all of the Debtor's property.

The Debtor is in default under the loan, and the Hotel is subject
to a pending foreclosure action before the Circuit Court of Cook
County, Illinois, captioned Wells Fargo, et al. v. ALT Hotel LLC,
Case No. 10-CH-18859, as well as related counterclaims and cross-
claims.  The proceedings were first initiated on April 30, 2010.

Hotel Allerton Mezz, LLC, the Debtor's sole member, is the lender
under a $10 million mezzanine loan.  Hotel Allerton Mezz acquired
interest in the mezzanine debt from Column Financial.  In the
forbearance suit, the Mezz Lender has asserted that Wells Fargo
and DiamondRock have materially and adversely affected the value
of the Mezz Lender's equity interest in the Debtor in connection
with the assignment of the Senior Loan Agreement and a related
note and mortgage to Senior Lender at a steep discount.  The Mezz
Lender alleges that Wells Fargo and DiamondRock violated both the
terms and spirit of a 2007 Intercreditor Agreement by denying the
Mezz Lender's right to require Wells Fargo to sell the debt
underlying the Senior Loan Agreement to the Mezz Lender and by
taking actions to impair its security interest in the equity in
the Debtor.  The Mezz Lender further asserts that Wells Fargo's
declaration of a covenant default that led to Wells Fargo's
refusal to extend the maturity of the Senior Loan Agreement was
wrongful and invalid, and that the Senior Loan Agreement was not
in default at the time Wells Fargo declared a default in late
December 2009.

Pursuant to the Interim Cash Collateral Order, the Debtor is
authorized to use the Cash Collateral, including those relating to
the hotel's room revenues, meeting space revenues, and food and
beverage revenues, to pay:

     -- $48,954 in insurance obligations; and
     -- $45,540 in fees to Kokua Hospitality LLC, which
        manages the Hotel.

The interim cash use expired May 19.  A final hearing on the
Debtor's Motion was set for May 18.

In separate motions, the Debtor has asked the Court for permission
to fund certain prepetition obligations related to staff assigned
to the Hotel; and pay prepetition employee obligations for certain
employees, union benefits, and continue employee benefit plans and
programs postpetition for certain employees.

The Debtor also won permission to honor hotel room and other
customer deposits and pay travel agent commissions.

                        About ALT Hotel LLC

ALT Hotel LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Lawyers at Paul, Hastings, Janofsky & Walker LLP,
and Neal Wolf & Associates, LLC, both in Chicago, Illinois, serve
as bankruptcy counsel to the Debtor. In its petition, the Debtor
listed $100 million to $500 million in assets and $50 million to
$100 million in debts.

Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.


AMERICA WEST: Incurs $6.5-Mil. First Quarter Net Loss
-----------------------------------------------------
America West Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $6.53 million on $3.48 million of total revenue for
the three months ended March 31, 2011, compared with a net loss of
$4.96 million on $1.10 million of total revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$28.14 million in total assets, $27.03 million in total
liabilities, and $1.11 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/Vybcxh

                         About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company reported a net loss of $16.14 million on
$10.07 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $8.70 million on $11.01 million of
total revenue during the prior year.

As reported by the TCR on April 21, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about America West's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has a working capital deficit and has incurred significant
losses.


AMERICAN UNDERWRITERS: A.M. Best Upgrades FSR to 'B'
----------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from B- (Fair) and issuer credit ratings to "bb" from "bb-"
of American Underwriters Life Insurance Company (American
Underwriters) (Phoenix, AZ) and its subsidiary, Century Life
Assurance Company (Oklahoma City, OK).  American Underwriters is
the lead insurer within the American Underwriters Life Group. The
outlook for all ratings is stable.

The rating actions reflect American Underwriters' improved risk-
adjusted capitalization, consistently positive gains from its
operations and the improved quality of its investment portfolio.
The group's risk-adjusted capitalization is more than sufficient
to support its insurance and business risks and is the result of
profitable operations and improvements in the quality of its
investment portfolio.  Through cost-cutting measures, lower
mortality and decreased new business strain from fixed annuities,
American Underwriters has reported statutory operating gains in
each of the last five years.

Partially offsetting these positive rating factors is American
Underwriters' product concentration risk associated with interest
sensitive fixed annuities, reduced but somewhat high exposure to
below investment grade bonds and its volatility in statutory
earnings trends.


AMRAT HOTELS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Amrat Hotels, Inc.
        381 US Route 3
        Lincoln, NH 03251
        Tel: (508) 737-0681

Bankruptcy Case No.: 11-11978

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Daniel W. Sklar, Esq.
                  NIXON PEABODY LLP
                  900 Elm Street
                  Manchester, NH 03101
                  Tel: (603) 628-4000
                  Fax: (603) 628-4040
                  E-mail: dsklar@nixonpeabody.com

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

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

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nhb11-11978.pdf

The petition was signed by Nilesh Patel, president/general
manager.


ARCHWOOD HOUSING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Archwood Housing Limited Partnership
        aka University Garden Apartments
        aka The Park on West Broad Apartments
        c/o Crenshaw Inverstors, Inc
        General Partner
        1171 Hammond Creek Trail
        Bogart, GA 30622

Bankruptcy Case No.: 11-30817

Chapter 11 Petition Date: May 18, 2011

Court: United States Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: John J. McManus, Esq.
                  MCMANUS & SMITH, LLP
                  3554 Habersham at Northlake
                  Tucker, GA 30084
                  Tel: (770) 492-1000
                  E-mail: jmcmanus@mcmanus-law.com

Scheduled Assets: $7,917,549

Scheduled Debts: $14,171,092

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gamb11-30817.pdf

The petition was signed by Celia C. Watson, CEO of Crenshaw
Investors, Inc.


ASARCO LLC: Barclays Insist Entitlement to $750,000 Add'l Fees
--------------------------------------------------------------
Cross-Appellant Barclays Capital Inc. filed with the Bankruptcy
Court a reply brief with respect to the dispute on Judge Richard
Schmidt's order on Barclays' request for fees in Asarco's Chapter
11 cases.

As reported in the May 4, 2011 edition of the Troubled Company
Reporter, Reorganized ASARCO, et al., are seeking to challenge, on
appeal, the decision of the U.S. Bankruptcy Court for the Southern
District of Texas to award Barclays Capital Inc., as purchaser of
rights to compensation of Lehman Brothers Inc., a fee enhancement
totaling $975,000 for work Lehman performed.

Barclays is the purchaser of rights to compensation of Lehman
Brothers Inc., for services rendered and reimbursement of expenses
as financial advisor and investment banker to the Reorganized
Debtors from 2005 to 2009.  Judge Schmidt allowed Barclays more
than $7 million in fees and expenses, and in a separate order,
approved the payment of a $975,000 discretionary fee to Barclays.
The Court, however, denied Barclays' request for a $6 million fee
enhancement in relation to the auction of the judgment obtained in
the proceeding involving Southern Copper Corporation.

"The creative, effective, and wide-ranging financial-advisory and
investment-banking services rendered by Lehman and Barclays saved
ASARCO LLC and its subsidiaries from administrative insolvency and
resulted in one of the most successful bankruptcy proceedings in
recent history," Edward C. Dawson, Esq., at Yetter Coleman LLP, in
Austin, Texas, asserts, on behalf of Barclays.

Both firms, Mr. Dawson avers, devoted tireless efforts for over
five years to salvage the Debtors from managerial, operational,
and governance crises far beyond what anyone could have imagined
when they declared bankruptcy.

All the while, Mr. Dawson contends, Asarco Inc. and Americas
Mining Corporation resisted a confirmation plan that paid all
creditors in full, until the Parent was faced with the
possibility that a third party could own ASARCO LLC and control
the Debtors' $8.8 billion Southern Copper Corporation judgment
against the Parent for a fraudulent stock transfer.

Even the Debtors repeatedly praised Lehman's and Barclays'
extraordinary services and advocated higher compensation, Mr.
Dawson reminds the U.S. District Court for the Southern District
of Texas.  However, ASARCO LLC, at the Parent's behest, now
resists paying its investment bankers market rates for the
outstanding work they performed, he points out.

Barclays is concerned that the U.S. Bankruptcy Court for the
Southern District of New York made all of the predicate findings
necessary to award it the requested $2 million success fee, yet
denied the fee upon erroneously finding that it had been
compensated at market rates.

Mr. Dawson cites that the Parent does not contest that the
requested success fee satisfies all of the factors of Section 330
of the Bankruptcy Code, or that Barclays' fees are well below the
average lodestar rate.  Instead, he argues, the Parent
misconstrued the proper standard, first incorrectly claiming that
totality-of-the-circumstances test applies before Section 330,
and then misapplying Section 330's reasonableness test by
mischaracterizing the $2 million success fee as a "fee
enhancement" -- despite clear direction from the Supreme Court
and other courts that a fee enhancement occurs only when a party
seeks to increase its rates above the prevailing lodestar rate,
not, as in this case, when a party seeks to be compensated at
below-lodestar rates.

The Bankruptcy Court further erred when it determined that
Barclays failed to receive any binding bids for auctioning the
SCC Judgment and that the auction process was covered by the
Barclays engagement letter, Mr. Dawson further contends.  He
asserts that the SCC Judgment was even entered until months after
the Barclays engagement letter, and the Bankruptcy Court's
opinion contradicts its previous finding that the Debtors
received a binding bid.

The success of the auction is clear -- the bankruptcy court went
out of its way to find that the mere existence of a competing bid
forced Parent to tender its full-payment plan, Mr. Dawson
maintains.  "If [Barclays] had not successfully obtained bids for
the SCC Judgment, Parent would not have been pressured into
proposing the accepted reorganization plan, which paid off
Debtors' creditors in full," he asserts.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASARCO LLC: Trustee Provides Updates on El Paso Site Cleanup
------------------------------------------------------------
Roberto Puga, a principal at Project Navigator and the custodial
trustee for the Custodial Trust for the Owned Smelter Site in El
Paso, Texas, and the Owned Zinc Smelter in Amarillo, Texas,
posted updates as of May 3, 2011, of the cleanup of the old
ASARCO LLC sites in the Web site dedicated for that project,
http://www.RecastingTheSmelter.com

The Web site notes that the Texas Custodial Trust is committed to
the remediation of the Site and to working with the surrounding
community and stakeholders.  It further noted of these updates:

  * Facility demolition began in April 2011 and is expected to
    take up to 12 months.  Over the next few months, asset
    recovery operations will be ongoing concurrent with
    demolition activities.  The two largest concrete stacks are
    scheduled to be demolished at the end of site-wide
    demolition, likely in the first quarter 2012.

  * A live webcam has been made available for the public to view
    Site activities at the Web site.

  * The Trust has created visuals of the various phases of
    upcoming demolition.

  * The Site Trustee received agency approval on the Final
    Remedial Action Work Plan.

  * The Custodial Trust continues to market all Site assets.
    Recently, there have been sales for the Oxygen Plant and
    copper matte and scrap lead for nearly $11 million.  Any
    money generated by the sale of scrap materials goes
    directly to fund cleanup and remedial action of the Site.

  * The El Paso Historical Commission was on Site to review any
    additional items that they would want preserved prior to
    demolition.  The Trust is agreeable to this and is working
    with the Commission to preserve these various items.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASARCO LLC: El Paso Council Votes to Rezone Smelter Site
--------------------------------------------------------
The City Council of El Paso, in Texas, has voted 5-1 on May 10,
2011, favoring the rezoning of ASARCO LLC's old smelter site to
"SmartCode," the El Paso Times reported.

According to El Paso Times, City Reps. Beto O'Rourke, Susie Byrd,
Ann Morgan Lilly, Steve Ortega and Mayor Pro-tem Emma Acosta
voted for the rezoning, while Rep. Carl Robinson voted against
it.  Two representatives, Rachel Quintana and Eddie Holguin Jr.,
were not present.

Diana Washington Valdez of the El Paso Times also reported that
environmental advocates, including two former ASARCO workers,
opposed the rezoning and urged the city representatives to
postpone their decision.

The ASARCO property, which is referred to as ASARCO West and
ASARCO East, is now zoned for unrestricted manufacturing and
probably will not be ready for sale for another three years, the
report noted.  The SmartCode allows for mixed-use development and
will force regulators to impose a higher environmental cleanup
standard than is now required, the report added.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATLANTIC SOUTHERN BANK: Closed; CertusBank NA Assumes Deposits
--------------------------------------------------------------
CertusBank, National Association, of Easley, S.C., acquired the
banking operations, including all the deposits, of Atlantic
Southern Bank of Macon, Ga., and First Georgia Banking Company of
Franklin, Ga.  The two banks were closed on Friday, May 20, 2011,
by the Georgia Department of Banking and Finance, which appointed
the Federal Deposit Insurance Corporation as receiver for each
institution.  To protect depositors, the FDIC entered into
purchase and assumption agreements with CertusBank, N.A.

All 26 branches of the two closed banks will reopen during their
normal business hours as branches of CertusBank, N.A.  Depositors
of the two failed banks will automatically become depositors of
CertusBank, N.A.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Atlantic Southern Bank had 16 branches,
and First Georgia Banking Company had 10 branches.  Customers of
the two failed banks should continue to use their former branches
until they receive notice from CertusBank, N.A., that it has
completed systems changes to allow other branches of CertusBank,
N.A., to process their accounts as well.

As of March 31, 2011, Atlantic Southern Bank had total assets of
$741.9 million and total deposits of $707.6 million; and First
Georgia Banking Company had total assets of $731.0 million and
total deposits of $702.2 million.  Besides assuming all the
deposits from the two Georgia banks, CertusBank, N.A., will
purchase essentially all of their assets.

The FDIC and CertusBank, N.A. entered into loss-share transactions
on the failed banks' assets.  The loss-share transaction for
Atlantic Southern Bank was $585.1 million, and the loss-share
transaction for First Georgia Banking Company was $452.1 million.
CertusBank, N.A., will share in the losses on the asset pools
covered under the loss-share agreements.  The loss-share
transactions are projected to maximize returns on the assets
covered by keeping them in the private sector.  The transactions
also are expected to minimize disruptions for loan customers.  For
more information on loss share, please visit:

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

Customers with questions about the transactions should call the
FDIC toll free: for Atlantic Southern Bank customers, 1-800-823-
4939 and for First Georgia Banking Company customers, 1-800-823-
5017.  Interested parties also can visit the FDIC's Web sites: for
Atlantic Southern Bank,

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

and for First Georgia Banking Company,

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

The FDIC estimates that the cost to the Deposit Insurance Fund for
Atlantic Southern Bank will be $273.5 million and for First
Georgia Banking Company, $156.5 million.  Compared to other
alternatives, CertusBank, N.A.'s acquisition of the two
institutions was the least costly option for the DIF.

The closings are the 41st and 42nd FDIC-insured institutions to
fail in the nation so far this year and the eleventh and twelfth
in Georgia.  The last FDIC-insured institution closed in the state
was The Park Avenue Bank, Valdosta, on April 29, 2011.


AVANTAIR, INC: Incurs $957,000 Net Loss in Fiscal Third Quarter
---------------------------------------------------------------
Avantair, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $956,567 on $36.48 million of total revenue for the three
months ended March 31, 2011, compared with a net loss of $773,504
on $36.01 million of total revenue for the same period a year ago.
The Company also reported a net loss of $9.83 million on
$108.85 million of total revenue for the nine months ended
March 31, 2011, compared with a net loss of $2.32 million on
$106.97 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2011, showed
$113.54 million in total assets, $141.72 million in total
liabilities, $14.68 million in Series A convertible preferred
stock, and a $42.86 million total stockholders' deficit.

Steven Santo, chief executive officer of Avantair said, "During
this quarter we realized record third quarter revenues and
demonstrated our continued strong sales, renewed traction among
the fractional market, and improvement to our bottom line.
Despite the seasonally slower third quarter sales cycle, we
achieved sequential quarter fractional sales growth, which we
believe is indicative of an uptrend in the fractional market."

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

Avantair reported a net loss of $4.0 million on $143.0 million of
revenue for the fiscal year ended June 30, 2010, compared with a
net loss of $4.5 million on $136.8 million of revenue for the
fiscal year ended June 30, 2009.


BANNING LEWIS: Files Chapter 11 Liquidating Plan
------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that Banning Lewis
Ranch Co. LLC filed a Chapter 11 liquidation plan Monday in
Delaware that would sell off its 20,000 acres of land to offset
$341 million in liabilities.

The plan at its heart anticipates selling 17,700 undeveloped acres
to a stalking horse bidder consisting of real estate investment
firm Greenfield BLR Partners LP and hedge fund Farallon BLR
Investors LLC, the failed project's partners, but higher offers
might yet emerge, according to Law360.

                         About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BERNARD L MADOFF: Trustee Settles $212-Mil. Claims With Feeders
---------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the trustee
overseeing the liquidation of Bernard L. Madoff's investment
advisory firm agreed Wednesday to drop $212 million in claims in
New York bankruptcy court against two Madoff feeder funds in the
Fairfield Greenwich Group.

As part of the agreement with Greenwich Sentry LP and Greenwich
Sentry Partners LP, the trustee, Irving Picard, will also take
over the bankrupt funds' claims against their former investment
managers, partners and directors, according to the settlement
agreement obtained by Law360.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping $50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 18, 2011, a total of $6.85 billion in claims by
investors has been allowed, with $791.1 million to be paid by the
Securities Investor Protection Corp.  Investors are expected to
receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.

Fairfield Sentry and other Greenwich funds had among the largest
exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited, filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 10-13164) in June 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


BELDEN INC: Moody's Affirms 'Ba1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Belden's Ba1 corporate rating
and assigned a Baa1 rating to its new $400 million 5 year senior
secured revolver. The ratings outlook is stable.

The Ba1 CFR reflects Belden's leading positions within segments of
the enterprise and industrial cabling and connectivity product
markets, which can produce solid upper single digit operating
margins and good free cash flow during a strong market. Operating
earnings for the 2010 fiscal year was $145 million with cash from
operations less capital spending less dividends at $83 million
(both calculations on a Moody's adjusted basis). However, the
rating incorporates the cyclicality of the business (eg., the 29%
revenue decline in fiscal year 2009 due to the macroeconomic
environment), and the company's exposure to volatile raw material
prices. Belden's ratings also recognize its acquisition appetite
and potential for debt financed acquisitions. Belden has made
approximately $900 million in acquisitions since 2007. Belden's
leverage level, with debt to EBITDA at 3.0x is currently elevated
in relation to pre-downturn levels, and is also somewhat higher
than other Ba1-rated manufacturing peers but is expected to reach
appropriate levels by year end 2011. Our expectation that Belden
will sustain sizeable cash (last reported at $323 million) and
free cash flow from operations is critical to maintaining the Ba1
rating.

The revolver replaces the company's existing $230 million
revolver. The new revolver is expected to be used primarily for
acquisitions. While the ratings incorporate moderate acquisition
activity, the ratings could face downward pressure if leverage
levels are expected to remain above 3.5x for an extended period.
Given the acquisitive appetite of the company, an upgrade is
unlikely in the near term.

These ratings were affirmed and LGD assessment revised:

   -- Corporate Family Rating -- Ba1

   -- Probability of Default Rating -- Ba1

   -- $350 million Senior Subordinated Notes due 2017 -- Ba2,
      (LGD4, 62%)

   -- $200 million Senior Subordinated Notes due 2019 -- Ba2,
      (LGD4, 62%)

These ratings were assigned:

   -- $400 million Senior Secured Revolver due 2016 -- Baa1 (LGD1,
      7%)

These ratings were withdrawn:

   -- $230 million Senior Secured Revolver due 2013 -- Baa1 (LGD1,
      5%)

Ratings outlook: stable.

The individual debt instruments were determined using Moody's Loss
Given Default Methodology and reflect the instruments position in
the capital structure.

Moody's most recent rating announcement was on February 3, 2011
when Moody's revised Belden's outlook to stable from negative.

The principal methodology used in this rating was Moody's Global
Manufacturing Industry Methodology, published in December 2007.

Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces with fiscal
2010 revenues of $1.6 billion. The company is headquartered in St.
Louis, Missouri.


BESO LLC: Can File Chapter 11 Plan Until June 24
------------------------------------------------
Steve Green at Vegas INC reports that restaurant operator Beso LLC
received a boost in its bankruptcy case when a judge gave it more
time to exclusively file a financial reorganization plan from May
6 to June 24.  Attorney Lenard Schwartzer said Beso has reached a
tentative deal on new lease terms that with landlord Crystals
mall, which is owed $2.23 million.  He added that Beso has been
making progress in the case, as it has successfully fought efforts
by disgruntled investors and former managers Ronen and Mali Nachum
to have the bankruptcy case dismissed.

                          About Beso, LLC

Beso, LLC, co-owned by "Desperate Housewives" star Eva Longoria,
filed for Chapter 11 bankruptcy protection on January 6, 2011
(Bankr. D. Nev. Case No. 11-10202).

Beso, LLC, runs a Las Vegas restaurant that opened two years ago.
It disclosed assets of $2,512,007 and liabilities of $5,680,339 in
the schedules attached to the Chapter 11 petition.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.

The petition was signed by William M. Braden, manager.


BEST WESTERN: Bank Forecloses; Sets Motel for Auction
-----------------------------------------------------
Robin Knepper at Fredericksburg.com reports that Virginia
Community Bank foreclosed on yet-to-open Best Western motel in the
town of Orange, and it was put up for auction on April 26.  The
bank was the only bidder at $2.5 million.

The bank has listed the 58-room inn, which is 95 percent complete,
for sale with Mumford Co. for at least $3.3 million.  Mumford,
which specializes in the sale of hotels and motels, said on its
Web site that it will accept offers on the property until noon
June 17.

The report relates that the former owner, Prav Lodging LLC, owned
by George Thakor and his wife, defaulted on its loan to VCB and an
auction was set for Feb. 9.  That auction was postponed after
Mr. Thakor said he might file for Chapter 11 bankruptcy.


BIOJECT MEDICAL: Incurs $155,600 Net Loss in First Quarter
----------------------------------------------------------
Bioject Medical Technologies Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $155,611 on $1.74 million of revenue for
the three months ended March 31, 2011, compared with a net loss of
$542,663 on $1.18 million of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.95 million in total assets, $3.68 million in total liabilities
and $270,855 in total shareholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/3FxQpe

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

The Company reported a net loss of $1.47 million on $5.57 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.08 million on $6.69 million of revenue during the prior
year.

As reported by the TCR on April 5, 2011, Moss Adams LLP, in
Portland, Oregon, noted that the Company has suffered recurring
losses, has had significant recurring negative cash flows from
operations, and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.


BLOCKBUSTER INC: Closes Store in Woodinville, Wash.
---------------------------------------------------
Annie Archer, writing for the Woodinville, Washington edition of
Patch.com, reports that Blockbuster Video said it will close its
doors in Woodinville.  Employees at the store at 14141 NE
Woodinville-Duvall Road, were unable to discuss why the store was
closing so suddenly and directed all news media to contact
corporate owners, DishTV.

                     About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23,
2010.  It disclosed assets of $1 billion and debts of $1.4 billion
at the time of the filing.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

The Bank of New York Trust Company, N.A., as trustee under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin &
Martin, LLP.

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl
& Jones LLP.

Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and
Sale Agreement providing for the sale of substantially all of
their assets or the proceeds of those assets to a newly formed
entity named Cobalt Video Holdco LLC.  For purposes of entering
into the Purchase Agreement, the Purchaser was established by
Monarch Alternative Capital LP, Owl Creek Asset Management LP,
Stonehill Capital Management, LLC, and Varde Partners, Inc. who
collectively hold more than 50% of the Senior Secured Notes and
each of which is a member of the Steering Committee.  Cobalt Video
Holdco LLC, the stalking horse purchaser, was represented by Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The auction was held earlier in April and Dish Network Corp. won
with an offer having a gross value of $320 million.


BORDERS GROUP: Proposes to File Under Seal Seattle's Best Deal
--------------------------------------------------------------
Borders Group Inc. and its affiliates seek the Bankruptcy Court's
permission to file under seal a copy of a master licensing
agreement with Seattle's Best Coffee, LLC, as an exhibit to a
motion to reject they intend to file soon.

The Licensing Agreement contains all of the terms and conditions
governing the operation of SBC cafes in the Debtors' retail
stores, including all financial components, Andrew K. Glenn,
Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York
tells the Court.  "Public dissemination of the information could
negatively impact the Debtor's ability to enter into future
favorable licensing agreements, thus giving the Debtors'
competitors an unfair advantage."

The Debtors further seek that in considering the Motion to
Reject, the Court review the Licensing Agreement in camera and
not disclose the terms and contents of it to any parties other
than the Debtors and SBC.

The Court will consider the Debtors' Motion to Seal on
June 2, 2011.  Objections are due no later than May 26.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Proposes to Assign 2 Store Leases to TJX
-------------------------------------------------------
Borders Group Inc. and its units seek the Bankruptcy Court's
permission to assume and assign two store lease agreements,
referred to as "Camino Real" and "San Rafael" Leases, to
subsidiaries of The TJX Companies, Inc.

                          The Leases

Borders, Inc. and Camino Real Limited Liability Company entered
into an agreement for the Debtors' lease of about 25,145 square
feet of retail premises located in the shopping center situated
at the southwest corner of Hollister Avenue and Storke Road, in
the City of Goleta, in County of Santa Barbara, California.  The
Camino Real Lease terminates on April 20, 2015, and the Debtors
owe approximately $25,300 in prepetition rent and common area
maintenance due under the Camino Real Lease.

Borders and the predecessor-in-interest to Toys Center, LLC
entered into a lease agreement, pursuant to which the Debtors
lease certain premises consisting of about 32,300 square feet of
retail premises situated in the shopping center located at 600
West Francisco Boulevard, in San Rafael, California.  The San
Rafael Lease terminates on January 31, 2013, and the Debtors owe
approximately $77,570 in prepetition rent and common area
maintenance due under the San Rafael Lease.

The stores located at the Camino Real Premises and the San Rafael
Premises are Closing Stores, and the Debtors' liquidating agent
is conducting store closing sales that are expected to conclude
by the end of May 2011.

                     Assignment Agreements

The Debtors have entered into agreements with TJX for the
assignment of the Camino Real Lease and the San Rafael Lease.

Specifically, Borders will assign and deliver to:

  (a) a subsidiary of TJX, T.J.Maxx of CA, LLC, all of Borders'
      rights, title and interest in the Camino Real Lease.  In
      consideration for the Debtors' assignment of the Camino
      Real Lease, T.J.Maxx will pay to the Debtors $200,000; and

  (b) a subsidiary of TJX, HomeGoods, Inc., all of Borders'
      right, title, and interest in the San Rafael Lease.  In
      turn, HomeGoods will pay to the Debtors $100,000.

Full-text copies of the drafts of the Assignment Agreements are
available for free at:

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

In addition to performing its obligations under the Assignment
Agreements, the Debtors will cure any prepetition defaults that
would or might otherwise have to be cured pursuant to Section
365(b)(1) of the Bankruptcy Code in connection with the
assumption of the Camino Real Lease and the San Rafael Lease.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that by assuming and assigning the
Camino Real Lease, the Debtors will no longer be obligated to pay
rent or other obligations due under the Camino Real Lease, which
will total at least $1.59 million over the remaining term of the
Lease.  On the contrary, rejecting the Camino Real Lease would
result to a claim for termination damages that could create a
general unsecured claim of approximately $495,500, after
application of the Section 502(b)(6) of the Bankruptcy Code cap,
he points outs.

The assumption and assignment of the San Rafael Lease will also
result to the Debtors no longer being obligated to pay rent or
other obligations due under the San Rafael Lease, which will
total at least $1.32 million over the remaining term of the
Lease, Mr. Glenn asserts.  In contrast, rejecting the San Rafael
Lease would create a claim for termination damages that could
create a general unsecured claim of approximately $890,000 after
application of the Section 502(b)(6) cap, he stresses.

The Court will consider the Debtors' request on June 2, 2011.
Objections are due no later than May 26.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Wins OK to Assign 2 Store Leases to Agree Ltd.
-------------------------------------------------------------
Borders Group Inc. sought and obtained the Bankruptcy Court's
authority to assume and assign two store lease agreements referred
to as the "Castleton Corner" and the "Congress Avenue" Leases.

The Debtors' assumption and assignment of the store lease
agreements referred to as the Castleton Corner and the Congress
Avenue Leases, are approved, effective as of May 11, 2011.

                   The Leases and Subleases

The Castleton Corner Lease Agreement was entered into by Borders,
Inc. and Indianapolis Store No. 16, L.L.C., in November 2002 by
which the Debtors leased the premises located at 5612 Castleton
Corner Lane, in Indianapolis, Indiana 46205.  The Lease will
expire on Dec. 31, 2017.  Apart from unbilled 2011
prepetition common area and maintenance charges and taxes, the
Debtors are current on all obligations under the Castleton Corner
Lease, including the payment of February rent.

The Congress Avenue Lease Agreement was entered into by Borders
and Agree Limited Partnership in July 2004 by which the Debtors
leased the premises located at 525 N. Congress Ave., in Boynton
Beach, Florida 33426.  The Lease will expire on July 31, 2024.
The Debtors owe $2,100 in prepetition rent, but are current on
all postpetition rent obligations under the Lease.

The Debtors also entered into related sublease agreements:

  -- Borders subleased to Amish Furniture Mart, Inc., d/b/a
     Simply Amish of Castleton, the Castleton Corner Premises.
     The Sublease is set to terminate on December 30, 2017.

  -- Borders subleased to Off Broadway Shoes, Inc. the Congress
     Avenue Premises.  The Sublease is set to terminate on July
     31, 2016.

                Negotiations with Agree Limited

The Debtors engaged in negotiations with Agree Limited and its
affiliates in order obtain rent concessions at eight of their
locations.  In an effort to reach a consensual global resolution,
the Agree Entities have agreed that in exchange for certain rent
concession for six of their locations, the Debtors will assign
the Lease Agreements and the Sublease Agreements governing Store
No. 16 and Store No. 150 to Agree Indianapolis LLC and Agree
Boynton LLC.

The parties specifically agree that:

  1. Borders will assign and deliver to Agree Indianapolis all
     of its right, title, and interest in the Castleton Corner
     Lease Agreement and the Amish Sublease Agreement, and in
     and to the leasehold estates created by the Castleton
     Corner Lease Agreement and the Amish Sublease Agreement.

  2. The Debtors will assign and deliver to Agree Boynton all of
     their right, title, and interest in the Congress Avenue
     Lease Agreement and the Off Broadway Sublease Agreement,
     and in and to the leasehold estates created by the Congress
     Avenue Lease Agreement and the Off Broadway Sublease
     Agreement.

The Assignment Agreements will release the Debtors from any and
all obligations arising under the Lease Agreements and Sublease
Agreements, except as may be provided otherwise in the
Indianapolis Assignment Agreement.  The Assignees will also
indemnify and hold the Debtors harmless from all costs, charges,
liability, damages and expenses incurred by the Debtors as a
result of any amounts due to the Sublease Agreements, which
accrued after entry of orders approving the Assignment
Agreements, or as a result of any breach by the Assignees of the
Sublease Agreements after the effective dates of the Assignment
Agreements.

Full-text copies of the drafts of the Assignment Agreements are
available for free at:

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

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that by assuming and assigning the
Leases and Subleases, the Debtors will no longer be obligated to
pay the rent obligations or other obligations due under the Lease
Agreements, which will total at least $3.27 million over the
remaining terms of the Lease Agreements.  The net savings to the
Debtors' estates will be approximately $10.1 million, after
accounting for the rent concessions and the assignment of the
Lease Agreements and Sublease Agreements to Agree Limited's
affiliates, he tells the Court.

In contrast, rejecting the Lease Agreements instead of the
proposed assumption and assignment would create a claim for
termination damages that could create a general unsecured claim
of approximately $399,210 collectively, after application of the
cap under Section 502(b)(6) of the Bankruptcy Code, according to
Mr. Glenn.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Has Approval for OCW Lease Termination Pact
----------------------------------------------------------
Borders Group Inc. and its units obtained the Bankruptcy Court's
permission to enter into a lease termination agreement with OCW
Retail-Hyannis, LLC.

In May 2007, Borders, Inc. and Danish Fishbrook Nominee Trust
entered into a ground lease, whereby the Debtors leased a parcel
of land located at Route 132 in Hyannis, Massachusetts.  The
Debtors constructed a building on the premises, with the address
of 990 Lyannough Road, Hyannis, Massachusetts.  In connection
with the Lease, Borders Group, Inc. entered into a lease guaranty
whereby BGI guaranteed all of the monetary obligations of
Borders, Inc. under the Lease.  The Lease was later assigned by
Danish Fishbook to The 1993 Flatley Trust, and further assigned
by The 1993 Flatley to OCW Retail-Hyannis, LLC.

The Borders store located at the Hyannis Premises is a closing
store, and the liquidating agent of the Debtors conducted a store
closing sale that concluded on April 17, 2011.

Before the Petition Date, the Debtors owe OCW Retail $14,000
under the Lease.  The Debtors are current on all postpetition
rent obligations under the Lease, through and including
April 20, 2011.

The Debtors and OCW Retail have entered into an agreement for the
termination of the Lease and the Debtors' surrender of the
premises to OCW Retail.  The key terms of the Termination
Agreement are:

  (A) The Lease will be terminated effective on the surrender
      date, which is the date that the Debtors have vacated the
      Premises in accordance with the Termination Agreement.
      The Termination Agreement is subject to termination if an
      order approving the Termination Agreement is not entered
      on or before June 1, 2011, as that date may be extended
      pursuant to the Termination Agreement.

  (B) The Debtors will remain obligated for payments of all Rent
      in accordance with the provisions of the Lease accruing up
      to and including the Surrender Date.  If the Debtors fail
      to pay any Rent accrued in respect of the period ending on
      the Surrender Date, then OCW Retail will be entitled to
      deduct the unpaid Rent from the Surrender Payment.  If the
      Debtors have made payments of Rent in excess of Rent
      accrued with respect to the period ending on the Surrender
      Date, then the excess amount will be added to the
      Surrender Payment.

  (C) The Debtors will vacate the Premises, and surrender and
      deliver possession to OCW Retail, together with the keys
      to the Premises and a written acknowledgement of surrender
      of the Premises on April 19, 2011.  The Debtors or their
      agents, as applicable, are permitted to abandon property
      of the Debtors' estates without incurring liability to any
      person or entity.  In the event of any abandonment, OCW
      Retail will be authorized to dispose of the property
      without any liability to any individual or entity that may
      claim an interest in the abandoned property and OCW Retail
      will have no claims against the Debtors or Guarantor.

  (D) In consideration of the termination of the Lease and the
      surrender of the Premises, OCW Retail (i) will make a
      surrender payment to the Debtors for $55,000, and (ii)
      will waive any and all prepetition claims held by OCW
      Retail against the Debtors or its affiliates arising
      under or relating to the Lease or the Guaranty.  OCW
      Retail will pay the Surrender Payment on the date that OCW
      Retail receives notice of entry of the order approving the
      Termination Agreement.

  (E) Effective as of the Surrender Date, neither the Debtors
      nor OCW Retail will have any further rights or obligations
      under the Lease, except that OCW Retail and the Debtors
      will remain obligated to perform their indemnification
      obligations set forth in the Lease in the event any claims
      arise under the Lease.  BGI will have no further
      obligations under the Guaranty after the Surrender Date.

Andrew K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that by consensually terminating the
Lease, the Debtors will no longer be obligated to pay the Rent
Obligations or other obligations due under the Lease, which will
total at least $3.27 million over the remaining Lease Term.

In contrast, he points out, rejecting the Lease instead of the
proposed termination would create a claim for termination damages
that could create a general unsecured claim of approximately
$490,000 after application of a cap under Section 502(b)(6) of
the Bankruptcy Code.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Pershing Dumps 1.06 Million Shares
-------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that William Ackman's Pershing Square Capital Management,
which had economic exposure to more than 40% of Borders Group
Inc.'s stock, said in regulatory filings that it has shed about
1.06 million of the 40.9 million Borders shares and warrants in
which it has an interest.

DBR says the shares represent barely more than 1% of Borders's
outstanding shares and warrants, and are in the form of total-
return swaps, arrangements whereby an investor gets all the
economic benefit above a certain share price at a certain future
date, or owes any shortfall below that price, plus interest, to
the counterparty.  According to DBR, filings show that for the
1.06 million shares, Pershing Square's counterparty was Citigroup
Inc.

DBR relates a person familiar with the structure of these
transactions said Pershing Square settled its balance on the swaps
on a daily basis.  The two sides originally agreed in January 2008
for Pershing Square to pay any negative performance under $9.99, a
price Borders shares haven't hit since February 2008.

Citigroup declined to comment.

According to DBR, Pershing's roughly $10 million loss is on top of
swap agreements on more than 3 million other shares that Pershing
still has outstanding with other parties, including UBS AG and BNP
Paribas SA.  Pershing is more than $170 million underwater on its
10.6 million common shares of Borders, on which it paid an average
price of about $16.50.

Borders shares, which are most likely to be wiped out if and when
the company emerges from bankruptcy, recently traded at about 21
cents on the over-the-counter Pink Sheets.

According to DBR, factoring in the other, still-unexpired swap
agreements as well as warrants that will probably be worth
nothing, Pershing Square's total loss in Borders will likely be
around $200 million, although the firm has already realized most
of those losses.

DBR relates Pershing Square declined to comment on its
counterparties or whether it was forced to cancel the transaction.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BOUNDARY BAY: Files New Schedules of Assets & Liabilities
---------------------------------------------------------
Boundary Bay Capital LLC filed with the U.S. Bankruptcy Court for
the Central District of California, Santa Ana Division, its
amended schedules of assets and liabilities, disclosing:

  Name of Schedule                        Assets      Liabilities
  ----------------                        ------      -----------
A. Real Property                      $1,250,000
B. Personal Property                 $14,626,118
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $8,150,245
E. Creditors Holding
   Unsecured Priority
   Claims                                                $198,094
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $46,100,145
                                     -----------      -----------
      TOTAL                          $15,876,118      $54,448,485

                        About Boundary Bay

Irvine, California-based Boundary Bay Capital, LLC, a California
LLC, fka Covenant Bancorp, Inc., is in the business of making
loans secured by real estate.  The debtor owns real estate
property obtained through foreclosures on real estate loans.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.
Hutchison B. Meltzer, Esq., at Weiland, Golden, Smiley,
Wang Ekvall & Strok, LLP, serves as the Debtor's bankruptcy
counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition on June 9, 2010 (Bankr. C.D. Calif. Case No. 10-17823).


BRENTWOOD VILLAGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Brentwood Village Apartments Limited Partnership
        a California Limited Partnership
        3640 Grand Avenue, Suite 207
        Oakland, CA 94610

Bankruptcy Case No.: 11-45351

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: William J. Lafferty

Debtor's Counsel: Darvy Mack Cohan, Esq.
                  LAW OFFICES OF DARVY MACK COHAN
                  7855 Ivanhoe Ave #400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  E-mail: dmc@cohanlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-45351.pdf

The petition was signed by Daniel Lieberman, president of managing
member of Rolling Prairie, LLC., Debtor's general partner.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Kensington Apartment Properties LLC    10-73976   12/06/2010
Landmark West, LLC                     11-44240   04/19/2011
Cypress Towers Apartments              11-45164   05-12-2011


BRISAM COVINA: Court OKs Deal Resolving Natixis Claim
-----------------------------------------------------
The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District approved a stipulation resolving the claims of
Natixis Real Estate Capital, LLC, secured creditor of Brisam
Covina LLC, through sale or refinancing of the Debtor's property
to use the cash collateral, including proceeds from the Debtor's
accounts receivable.

Natixis loaned Brisam the original principal amount of $16,453,381
out of a total funding commitment of $17,300,000, for the purchase
and renovation of a hotel and conference center in Covina,
California, which operates as the Radisson Suites Hotel Covina,
and the real property on which the hotel is situated.  The loan
was secured by a certain mortgage encumbering the property and
guaranteed by Mr. Chang pursuant to that certain guaranty
agreement.

The settlement agreement was entered among the Debtor; Sam Chang,
as guarantor; and Natixis Capital Real Estate LLC, which was
intended to resolve any disputes and issues  (i) with respect to
any past, present and future claims that Natixis may have against
the Debtor with respect to the loan and the guaranty; and (ii)
that were raised or could have been raised in the Foreclosure
Action or Chapter 11 Case.  The Debtor and Mr. Chang also entered
into an escrow agreement, whereby the Debtor and Mr. Chang agreed
to place in escrow for the benefit of Natixis a Deed of Trust to
the property, and any leases or agreements relating thereto.

The terms of the agreement provide for:

   -- the Debtor (i) making certain payments to Natixis up to
      a total maximum amount of $16,500,000, and (ii) to the
      extent that the Debtor fails to make payments, to release
      the escrow documents to Natixis, resulting in the transfer
      of the property to Natixis and the creation of a fixed note
      obligation of Mr. Chang under the guaranty.

   -- the establishment of a $20,000 fund to be paid pro rata to
      the non-insider, prepetition general unsecured creditors, to
      be paid prior to dismissal of the Debtor's bankruptcy case;
      and

   -- the dismissal of the Debtor's bankruptcy case upon
      consummation of certain conditions.

                     About Brisam Covina LLC

Uniondale, New York-based Brisam Covina LLC, dba Radisson Sultes
Hotel Covina, filed for Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 10-76441) on Aug. 17, 2010.  John Westerman, Esq., and
Mickee M. Hennessy, Esq., at Westerman Ball Ederer Miller &
Sharfstein, LLP, represent the Debtor.  The Debtor disclosed
$18.4 million in assets and $19.6 million in liabilities as of the
Chapter 11 filing.


B.V. INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: B.V. Investments, LLC
        P.O. Box 491164
        Key Biscayne, FL 33149

Bankruptcy Case No.: 11-31300

Chapter 11 Petition Date: May 17, 2011

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

Judge: George R. Hodges

Debtor's Counsel: Travis W. Moon, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 West Trade Street, Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6565
                  Fax: (704) 944-0380
                  E-mail: tmoon@mwhattorneys.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-31300.pdf

The petition was signed by Barbara Valentini, manager.


CAL PINNACLE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cal Pinnacle Properties, LLC
        10191 Brier Ln
        Santa Ana, CA 92705

Bankruptcy Case No.: 11-17014

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Fl
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

Scheduled Assets: $1,805,000

Scheduled Debts: $2,657,715

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-17014.pdf

The petition was signed by Steven Michael Mehr, managing member.


CANO PETROLEUM: Incurs $4.32-Mil. Net Loss in Fiscal Q3
-------------------------------------------------------
Cano Petroleum, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $4.32 million on $6.70 million of total operating revenue for
the three months ended March 31, 2011, compared with net income of
$228,000 on $5.80 million of total operating revenue for the same
period a year ago.  The Company also reported a net loss of
$12.53 million on $18.62 million of total operating revenue for
the nine months ended March 31, 2011, compared with a net loss of
$11.77 million on $16.36 million of total operating revenue for
the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$257.88 million in total assets, $137.10 million in total
liabilities, and $120.78 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/cY9ZF6

                        About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

As reported by the Troubled Company Reporter on Sept. 28, 2010,
the Company said if it is unable to successfully execute one of
its strategic alternatives, restructure its existing indebtedness,
obtain further waivers or forbearance from its existing lenders or
otherwise raise significant additional capital, it is unlikely
that it will be able to meet its obligations as they become due
and to continue as a going concern.  As a result, the Company will
likely file for bankruptcy or seek similar protection.  Moreover,
it is possible that the Company's creditors may seek to initiate
involuntary bankruptcy proceedings against it or against one or
more of its subsidiaries, which would force it to make a defensive
voluntary filing of its own.


CAPMARK FINANCIAL: Sells Management Stake in $1B Fund for $12.7M
----------------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Judge
Christopher S. Sontchi of the Delaware bankruptcy court on
Wednesday approved the sale of Capmark Financial Group Inc.'s
management stake in a $1 billion real estate debt investment fund
to a unit of Normandy Real Estate Partners for $12.7 million.

Normandy topped a Pacific Coast Capital Partners LLC unit's $7.55
million stalking horse bid for the management stake in Capmark
Structured Real Estate Partners LP at an April 29 auction,
according to an order signed by Judge Sontchi, Law360 relates.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides 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 Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

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.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

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


CAREFREE WILLOWS: Schwartzer & McPherson Withdraws as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on May 25, 2011, at 9:30 a.m. to consider Schwartzer &
McPherson Law Firm's request to withdraw as counsel for Carefree
Willows LLC effective immediately.

The firm explains that the Debtor determined it would prefer to
have the Law Offices of Alan Smith represent it in the case and
there is no need for two bankruptcy firms to represent the Debtor.

As reported in the Troubled Company Reporter on April 25, the
Debtor sought permission from the Court to employ the Law Offices
of Alan R. Smith as its counsel.

The firm is represented by:

          Lenard E. Schwartzer, Esq.
          SCHWARTZER & MCPHERSON LAW FIRM
          2850 South Jones Boulevard, Suite 1
          Las Vegas, NV 89146-5308
          Tel: (702) 228-7590
          Fax: (702) 892-0122
          E-Mail: bkfilings@s-mlaw.com

                    About Carefree Willows LLC

Carefree Willows LLC is the owner of 300-unit Carefree Senior
Living in Las Vegas.  Carefree Willows filed a Chapter 11 petition
on Oct. 22 (Bankr. D. Nev. Case No. 10-29932).  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nevada, serves as counsel to the Debtor.  In its Schedules
of Assets and Liabilities, the Debtor scheduled $30,604,014 in
assets and $36,531,244 in liabilities.


CARGO TRANSPORTATION: Hires Jennis & Bowen as Substitute Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Cargo Transportation Services Inc., to employ Jennis &
Bowen, P.L., as counsel and will assume all responsibilities as
counsel effective as of April 18, 2011.

J&B will be substituting Stichter, Riedel, Blain & Prosser, P.A.
as counsel.  Stichter Riedel will cooperate with J&B in the
transition of the case.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Debtor also tapped
Ruden McClosky P.A. as its special counsel.  The Court has also
approved of the employment of David Seiden an appraiser.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Debtor's Chapter 11 proceedings.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CARGO TRANSPORTATION: Has Until Aug. 12 to Accept or Reject Leases
------------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida extended until Aug. 12, 2011, Cargo
Transportation Services Inc.'s time to assume or reject leases of
non-residential real property.

The Debtor asked that the Court extend the lease decision period
for an additional 90 days from May 12.

The Debtor will use the additional time to complete the process of
reviewing and analyzing its executory contracts and unexpired
leases.  The Debtor needs to determine the eventual disposition in
light of the Debtor's anticipated reorganization.

The Debtor is a party to four non-residential real property leases
in connection with its business operations:

   a. Lease Agreement dated April 2, 2007, for property located at
      11150 49th Street N., Clearwater, FL 33762.  Lease term
      expires on or about March 31, 2012;

   b. Lease Agreement dated Sept. 22, 2009, for property located
      at 1300 Sawgrass Corporate Parkway, Suite 110, Sunrise, FL
      33323. Lease term expires on or about April 1, 2015;

   c. Lease Agreement dated May 11, 2009, for property located at
      601 N. Ashley Drive, Suite 600, Tampa, FL 33602; Lease term
      expires on or about May 1, 2014; and

   d. Lease Agreement dated Jan. 7, 2010, for property located at
      5104 N. Orange Blossom Trail, Orlando, FL. Lease term
      expires on or about June 30, 2010.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Debtor also tapped
Ruden McClosky P.A. as its special counsel.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Debtor's Chapter 11 proceedings.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CCS INCOME: Bank Debt Trades at 5% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which CCS Corporation,
formerly known as CCS Income Trust, is a borrower traded in the
secondary market at 95.39 cents-on-the-dollar during the week
ended Friday, May 20, 2011, an increase of 0.36 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
300 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Nov. 4, 2014, and carries Moody's B2 rating
and Standard & Poor's B rating.  The loan is one of the biggest
gainers and losers among 206 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About CCS Corporation

CCS Corporation is an opportunity-rich growth organization that
provides energy and environmental waste management services.
Focused on disciplined growth, CCS maintains its long-term
comprehensive commitment to environmental stewardship by
continually setting -- and raising -- industry standards.  CCS
services the global energy and environment sectors through four
major divisions; CCS Midstream Services, CCS Energy Marketing,
HAZCO Environmental & Decommissioning Services and Concord Well
Servicing.  CCS was formerly known as CCS Income Trust and changed
its name on November 14, 2007.  The Company was founded in 1984
and is based in Calgary, Canada.

                          *     *     *

In August 2010, Standard & Poor's Ratings Services said it revised
its outlook on CCS Corp. to stable from negative and  affirmed its
'B' long-term corporate credit rating.  "S&P believes the 2009
business environment represented a trough for CCS' revenues and
cash flows," said Standard & Poor's credit analyst Michelle
Dathorne.  The company maintained stable margins in its midstream
division, which accounts for the majority of its operating cash
flows; and leveraged effective cost management to temper margin
erosion in its oilfield services segment, which ensured the cash
flow generation to meet its financing obligations and required
capital spending.  "S&P continue to believe the company's balance
sheet is overleveraged, given its business mix and market
position; however, forecast liquidity should meet all funding
requirements," Ms. Dathorne added.


CHINA RUITAI: Bernstein & Pinchuk Resigns as Accountants
--------------------------------------------------------
The practice of Bernstein & Pinchuk LLP, the independent
registered public accounting firm of China Ruitai International
Holdings Co. Ltd., entered into a joint venture agreement with
Marcum LLP and formed Marcum Bernstein & Pinchuk LLP in a
transaction pursuant to which B&P merged its China operations into
Marcum BP and certain of the professional staff of B&P joined
MarcumBP as employees of MarcumBP.  Accordingly, and solely as a
result of the Merger, effective April 14, 2011, B&P effectively
resigned as the Company's independent registered public accounting
firm and MarcumBP became the Company's independent registered
public accounting firm.  This change in the Company's independent
registered public accounting firm was approved by the Company's
Board of Directors on April 20, 2011.

The principal accountant's reports of B&P on the financial
statements of the Company as of and for the year ended Dec. 31,
2010, did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope
or accounting principles, except that B&P's report for the fiscal
year ended Dec. 31, 2010, contained a "going concern"
qualification.

During the Company's most recent fiscal year and through the
Resignation Date, there were no disagreements with B&P on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved
to B&P's satisfaction would have caused it to make reference
thereto in connection with its reports on the financial statements
for such periods.  During the Company's two most recent fiscal
years and through and through the Resignation Date, there were no
reportable events of the type described in Item 304(a)(1)(v) of
Regulation S-K.

During the Company's two most recent fiscal years and through the
Resignation Date, the Company did not consult with MarcumBP with
respect to any of (i) the application of accounting principles to
a specified transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the Company's
financial statements; or (iii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K) or an event of the type described in Item
304(a)(1)(v) of Regulation S-K.

                        About China Ruitai

Shandong, China-based China Ruitai International Holdings Co.,
Ltd., was organized under the laws of the State of Delaware on
Nov. 15, 1955, under the name "Inland Mineral Resources Corp."
Currently, the Company, through its wholly-owned subsidiary,
Pacific Capital Group Co., Ltd., a corporation incorporated under
the laws of the Republic of Vanuatu, and its majority-owned
subsidiary, TaiAn RuiTai Cellulose Co., Ltd., a Chinese limited
liability company, is engaged in the production, sales, and
exportation of deeply processed chemicals, with a primary focus on
non-ionic cellulose ether products in the People's Republic of
China as well as to the United States, Europe, Japan, India and
South Korea.

As reported by the TCR on April 8, 2011, Bernstein & Pinchuk LLP,
in New York, after auditing the Company's financial statements for
the year ended Dec. 31, 2010, expressed substantial doubt about
China Ruitai's ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital.

The Company's balance sheet at Dec. 31, 2010 showed
$110.97 million in total assets, $81.07 million in total
liabilities and $29.90 million in total equity.


CHUMEIA VINEYARDS: Case Summary & 22 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chumeia Vineyards Inc.
        dba Dry Creek Enterprises
        8331 E Highway 46
        Paso Robles, CA 93446

Bankruptcy Case No.: 11-12335

Chapter 11 Petition Date: May 18, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Debtor's Counsel: Adam R. Fairbairn, Esq.
                  ADAM R FAIRBAIRN LAW OFFICES
                  819 12th St., Ste. 211
                  Paso Robles, CA 93446
                  Tel: (805) 238-7688
                  Fax: (805) 238-7497
                  E-mail: adamfairbairnlaw@yahoo.com

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

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

A list of the Company's 22 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-12335.pdf

The petition was signed by Mark Nesbitt, president.


CHRYSLER GROUP: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed its ratings of Chrysler Group
LLC on the final sizing of the company's refinancing program. The
ratings affirmed are: Corporate Family and Probability of Default
Ratings -- B2; $3 billion 1st lien term loan -- Ba2; $1.3 billion
1st lien revolving credit facility -- Ba2; and $3.2 billion 2nd
lien notes -- B2. The rating outlook is positive.

The last rating action on Chrysler was an assignment of a B2
Corporate Family Rating on May 3, 2011.

The principal methodology used in rating Chrysler Group LLC was
the Global Automotive Manufacturer Methodology, published December
2007. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Chrysler Group LLC, headquartered in Auburn Hills, Michigan, is
the third-largest US-based automotive manufacturer.


CHRYSLER GROUP: S&P Gives 'BB-' Rating on Second-Lien Debt
----------------------------------------------------------
Standard & Poor's Ratings Services said that reported possible
changes in mix between the first-lien and second-lien debt in
Chrysler Group LLC's proposed financing could cause the rating
agency to revise its recovery and issue-level ratings on
Chrysler's debt.

"Our ratings on Chrysler, including the corporate credit rating
and all issue ratings, are preliminary until after closing, when
final dollar amounts are known and documentation has been
reviewed. Ratings are preliminary because terms, conditions,
pricing, and dollar amounts often change as companies,
particularly new issuers, seek to access the capital markets," S&P
stated.

"Our preliminary ratings on Chrysler's proposed first- and second-
lien debt are currently as initially assigned: 'BB-' with a '2'
recovery rating (70% to 90% expected recovery in the event of a
payment default) and 'B-' with a '6' recovery rating (0 to 10%),"
S&P related.

It was reported that the first-lien term loan will likely be
decreased to $3.0 billion (originally $3.5 billion), the revolving
credit facility reduced to $1.3 billion (originally $1.5 billion),
and that the second-lien bond offering will be increased to $3.2
billion (originally $2.5 billion). "We estimate that if these
reported changes were to become final, the recovery ratings would
change: the first-lien debt would be rated 'BB' with a '1'
recovery rating (90% to 100%) and the second-lien debt would be
rated 'B' with a '5' recovery rating (10% to 30%)," S&P continued.

"The reduction in first-lien debt would result in very high
recovery under our simulated default scenario and, as a result,
leaves some residual value for the second-lien notes. Despite the
increased size of the second-lien debt, we expect this available
residual value would provide for modest (10% to 30%) recovery for
second-lien noteholders, up from the previous assumption of
negligible (0% to 10%) recovery. As we previously noted, all of
our current ratings on Chrysler's debt are preliminary," S&P
noted.

For further details, please see the research update on Chrysler
Group LLC and the accompanying recovery report, both published on
RatingsDirect May 3, 2011.

Ratings List

Chrysler Group LLC
Corporate credit rating        B+(prelim)/Stable/--
Secured First Lien             BB-(prelim)
   Recovery Rating              2(prelim)
Secured Second Lien            B-(prelim)
   Recovery Rating              6(prelim)


CLAIRE'S STORES: Bank Debt Trades at 7% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 92.94 cents-
on-the-dollar during the week ended Friday, May 20, 2011, a drop
of 0.82 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 29, 2014, and
carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer offering accessories and jewelry for kids,
teens, teens, and young women in the 3 to 27age range.  The
Company is organized based on its geographic markets, which
include North American division and European division.  As of Jan.
30, 2010, it operated a total of 2,948 stores, of which 1,993 were
located in all 50 states of the United States, Puerto Rico,
Canada, and the United States Virgin Islands (its North American
division) and 955 stores were located in the United Kingdom,
France, Switzerland, Spain, Ireland, Austria, Germany,
Netherlands, Portugal, and Belgium (its European division).  Its
stores operate under the trade names Claire's and Icing.  In
addition, as of Jan. 30, 2010, it franchised 195 stores in the
Middle East, Turkey, Russia, South Africa, Poland, Greece,
Guatemala and Malta under franchising agreements.  It also
operates 211 stores in Japan through its Claire's Nippon 50:50
joint venture with AEON Co. Ltd.

Claire's Stores reported net income of $4.32 million on $1.42
billion of net sales for the fiscal year ended Jan. 29, 2011,
compared with a net loss of $10.40 million on $1.34 billion of net
sales for the fiscal year ended Jan. 30, 2010.  The Company also
reported net income of $21.31 million on $421.91 million of net
sales for the three months ended Jan. 29, 2011, compared with net
income of $19.46 million on $410.69 million of net sales for the
three months ended Jan. 30, 2010.

The Company's balance sheet at Jan. 29, 2011, showed $2.86 billion
in total assets, $2.89 billion in total liabilities, and a $26.51
million stockholders' deficit.  As reported by the Troubled
Company Reporter on March 15, 2011, Moody's upgraded Claire's
Stores, Inc.'s senior secured bank credit facilities to B3 from
Caa1 and its Speculative Grade Liquidity Rating to SGL-2 from SGL-
3.  All other ratings were affirmed including Claire's Caa2
Corporate Family Rating.  The rating outlook is positive.

The upgrade of Claire's first lien bank facilities is in response
to the repayment of $245 million of the term loan B, which reduced
the amount of senior secured first lien bank debt in the capital
structure.  The upgrade also reflects Claire's recently issued
$450 million second lien notes, which provide additional support
to the first lien bank facilities.


CLEAN BURN: Receives OK to Hire Northern Blue as Counsel
--------------------------------------------------------
Clean Burn Fuels, LLC, has received authorization from the Middle
District of North Carolina to employ John A. Northen and the firm
of Northen Blue, L.L.P. as bankruptcy counsel for the Debtor.

Northen Blue can be reached at:

         John A. Northen, Esq.
         NORTHEN BLUE, L.L.P.
         P.O. Box 2208
         Chapel Hill, NC 27514-2208
         Tel: (919) 968-4441
         E-mail: jan@nbfirm.com

Northen Blue received an initial retainer from the Debtor in the
amount of $220,000, of which $38,460 has been expended in payment
of prepetition services and expenses.  The unexpended balance of
the retainer is held by Northen Blue as security for postpetition
fees and expenses as may be allowed by the Court.  The retainer
deposit is and will be fully refundable to the extent not used in
payment of legal services provided to or for the benefit of the
Debtor.

John A. Northen, Esq., a partner at Northen Blue, assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                        About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.

The official committee of unsecured creditors formed in the
Chapter 11 case has retained Charles M. Ivey, III, and his law
firm, Ivey, McClellan, Gatton & Talcott, LLP, as counsel.


CLEAN BURN: Committee Gets OK to Hire Ivey McClellan as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Clean Burn Fuels,
LLC, has received authorization from the Middle District of North
Carolina to employ and retain Charles M. Ivey, III, and his law
firm, Ivey, McClellan, Gatton & Talcott, LLP, to represent the
Committee in the Debtor's Chapter 11 case.

Ivey McClellan can be reached at:

         Charles M. Ivey, III, Esq.
         IVEY MCCLELLAN, GATTON & TALCOTT, LLP
         Greensboro, NC 27402
         Tel: (866) 622-8389

The firm's current normal hourly billing rates are:

        Charles M. Ivey, III                 $390
        Other Partners                       $350
        Associates                        $180 to $225
        Paralegal                          $90 to $110

Charles M. Ivey, III, Esq., a partner at Ivey McClellan, assured
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                        About Clean Burn

Clean Burn Fuels LLC, a North Carolina limited liability company
founded in 2005, is the first company to produce ethanol in North
Carolina.  It completed the construction of its ethanol plant in
August of 2010 and started producing and selling ethanol and dried
distillers grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr. M.D.
N.C. Case No. 11-80562) on April 3, 2011.

In its schedules of assets and liabilities, the Company disclosed
$79,516,062 in assets and $79,218,681 in liabilities.  The
schedules valued its ethanol plant at $72,000,000, securing at
$66,225,571 claim by a lender.


CLEAR CHANNEL: Bank Debt Trades at 12% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 88.03 cents-on-the-dollar during the week ended Friday, May 20,
2011, a drop of 0.67 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Jan.
30, 2016, and carries Moody's Caa1 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 206 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

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

CC Media's balance sheet at Dec. 31, 2010, showed $17.48 billion
in total assets, $1.25 billion in current liabilities, $20.61
billion in long-term liabilities and a $7.20 billion shareholders'
deficit.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed its 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.  S&P said the 'CCC+' CCR on CC Media Holdings
reflects the risks surrounding the longer-term viability of the
company's capital structure -- in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the Company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the Company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


COMMERCIAL VEHICLE: Issuable Common Shares Hiked to 4.6 Million
---------------------------------------------------------------
At the 2011 Annual Meeting of Stockholders held on May 12, 2011,
the stockholders of Commercial Vehicle Group, Inc., approved the
Company's Fourth Amended and Restated Equity Incentive Plan.

The Plan was amended to increase the number of shares of common
stock that may be issued under the Plan from 3,200,000 shares to
4,600,000 shares.  Previously, an aggregate of 3,200,000 shares of
the Company's common stock were reserved for issuance under the
Third Amended and Restated Equity Incentive Plan.

The Company's directors, officers, employees and other individuals
performing services for, or to whom an offer of employment has
been extended by the Company, are eligible to participate in the
Plan.  The Plan was approved, subject to stockholder approval, by
the Company's Board of Directors, upon the recommendation of its
Compensation Committee on March 8, 2011.  A description of the
terms of the Plan and each of the awards that may be granted under
it is contained in the Company's definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 1, 2011.

To comply with the requirement in the Company's Amended and
Restated Certificate of Incorporation that the three classes of
the Company's Board of Directors be as nearly equal in size as is
practicable, Mervin Dunn, who was previously a member of Class II,
had volunteered to stand for re-election as a Class I director at
the Annual Meeting.  Upon his election as a Class I director at
the Annual Meeting, Mr. Dunn resigned as a Class II director, and
will continue his service on the Board of Directors as a Class I
director.

At the Annual Meeting, the Company's stockholders approved an
amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of shares of common stock
authorized for issuance from 30,000,000 shares to 60,000,000
shares.  The increase in the number of authorized shares of the
Company's common stock was effected pursuant to a Certificate of
Amendment of Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on
May 12, 2011, and was effective as of such date.

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

The Company's balance sheet at March 31, 2011, showed
$306.60 million in total assets, $300.81 million in total
liabilities and $5.79 million in total stockholders' investment.

                        *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.

As reported by the TCR on April 12, 2011, Standard & Poor's
Ratings Services said it raised its corporate credit rating on New
Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-'
from 'CCC+'.  "The upgrade reflects our assumption that CVG can
improve EBITDA and cash flow in the next two years, because we
believe commercial truck production volumes will continue to rise
year-over-year in 2011 and 2012," said Standard & Poor's credit
analyst Nancy Messer.  Heavy-duty truck production increased by a
meaningful 30% in 2010, leading to a 30% year-over-year sales
increase.


CPJFK LLC: Ch. 11 Trustee Wins OK for Trivella as Labor Counsel
---------------------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York approved the retention of Trivella Forte &
Smith, LLP, as special labor counsel to Alan Nisselson, the
Chapter 11 trustee for CPJFK, LLC, effective as of Dec. 15, 2010.

The Trustee has retained Trivella as special labor counsel to
perform these services:

     a. advise and counsel on all issues arising under ERISA,
        the National Labor Relations Act, and WARN Acts, including
        but not limited to the negotiation, interpretation, and
        enforcement of collective bargaining agreements;

     b. advise and counsel on any other issues that may arise
        relating to the Debtor's relationship with unions,
        collective bargaining, or collective bargaining
        agreements;

     c. advise and counsel on any issues related to Section 1113
        of the Bankruptcy Code;

     d. advise and counsel on such other labor or employment law
        issues as the Trustee determines to warrant the attention
        of special labor counsel; and

     e. represent the Trustee in any litigation related to the
        foregoing and perform all other necessary legal services
        in furtherance of the Firm's role as special labor
        counsel.

Trivella will be compensated at agreed upon rates of $450 per
hour.  Applications for compensation to Trivella will be filed
with this Court pursuant to applicable statutes and rules.

Trivella holds or represents no interest adverse to the Chapter
11 Trustee or to the estate and is a disinterested party under
Section 101(14) of the Bankruptcy Code with respect to the matters
for which it is to be retained.

                          About CPJFK LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
10-89928) on Oct. 4, 2010.

On Oct. 19, 2010, the U.S. Trustee for Region 21 filed a motion to
transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On Nov. 9, 2010, the Debtor's case
was transferred to E.D.N.Y. and assigned Case No. 10-50566.

In November 2010, the Bankruptcy Court order the appointment of a
Chapter 11 trustee at the behest of Neshgold, LP.  The U.S.
Trustee appointed Alan Nisselson as chapter 11 Trustee.  Alan
Nisselson selected Choice Consultants LLC as his managing agent.

No official committee of unsecured creditors has been appointed in
the case.


CPJFK LLC: Ch. 11 Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------
Alan Nisselson, Chapter 11 Trustee of CPJFK, LLC, asks the U.S.
Bankruptcy Court for the Eastern District of New York to convert
the Debtor's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code, citing that there is no possibility that the
Debtor can rehabilitate or reorganize.

As a result of the Court-approved sale of the hotel, the Debtor's
estate has no identifiable source of revenue (other than the
proceeds from the settlement with Neshgold, L.P., the Debtor's
largest secured creditor) to fund a plan of reorganization, the
Trustee avers.  Those funds are insufficient to consummate a plan.
Furthermore, the Debtor has substantial administrative expenses
that continue to accumulate and has no concomitant revenue or
monies to pay those expenses.  Given these circumstances there is
absolutely no possibility that the Debtor could confirm a plan.

Moreover, even after the sale of the hotel, substantial arrears
are still owed to Neshgold, to the City and State of New York for
sales and hotel occupancy taxes and to the New York Hotel & Motel
Trade Counsel, AFL/CIO and Benefit Funds for unpaid obligations
under Debtor's collective bargaining agreements.

Continuing this case under Chapter 11 will only result in
increased administrative costs that could be avoided if the case
were converted to a Chapter 7 liquidation, the Trustee notes.

The Trustee is represented by:

     Alan Nisselson, Esq.
     Howard L. Simon, Esq.
     WINDELS MARX LANE & MITTENDORF, LLP
     156 West 56th Street
     New York NY 10019
     Tel: (212) 237-1000
     E-mail: anisselson@windelsmarx.com
             hsimon@windelsmarx.com

                         About CPJFK LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
10-89928) on Oct. 4, 2010.

On Oct. 19, 2010, the U.S. Trustee for Region 21 filed a motion to
transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On Nov. 9, 2010, the Debtor's case
was transferred to E.D.N.Y. and assigned Case No. 10-50566.

In November 2010, the Bankruptcy Court order the appointment of a
Chapter 11 trustee at the behest of Neshgold, LP.  The U.S.
Trustee appointed Alan Nisselson as chapter 11 Trustee.  Alan
Nisselson selected Choice Consultants LLC as his managing agent.

No official committee of unsecured creditors has been appointed in
the case.


CORUS BANKSHARES: Former Execs. Settle Class Action Suit for $10M
-----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that former directors
of Corus Bankshares Inc. have agreed to pay $10 million to settle
a putative shareholder class action in Illinois alleging the
Company misrepresented its finances during the housing crisis,
according to court papers filed Tuesday.

Law360 relates that the plaintiffs asked the Illinois federal
court to sign off on the agreement with the two remaining
defendants, former Corus CEO Robert Glickman and ex-Chief
Financial Officer Tim Taylor. The plaintiffs had voluntarily
dismissed their claims against Corus after the company declared
bankruptcy in June 2010.

                     About Corus Bankshares, Inc.

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

The Company sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-26881) on June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


CREDITRON FINANCIAL: IRS Postpones Auction for Seized Assets
-------------------------------------------------------------
Ed Palatella at Erie Times-News reports that the Internal Revenue
Service postponed the auction of business properties owned by Erie
couple Alfred D. Covatto and Joyce M. Covatto, who own
telemarketer Creditron Financial Corp.  The auction was scheduled
for Wednesday last week.  The IRS, which seized the properties to
recoup money from unpaid taxes, did not schedule a new date.   The
buildings scheduled for sale house the offices of Creditron and
Telatron.

Based in Erie, Pennsylvania, Creditron Financial Corporation dba
Teletron Marketing Group Inc. filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No.: 08-11289) on July 3, 2010.
Stephen H. Hutzelman, Esq., Plate Shapira Hutzelman Berlin May, et
al., represents the Debtor.  Debtor's financial condition as of
July 3, 2008, showed $3 million in total assets, and $4.8 million
in total debts.


CROATAN SURF: Bank Lender Demands Adequate Protection Payments
--------------------------------------------------------------
Royal Bank America asks the Bankruptcy Court to condition Croatan
Surf Club, LLC's use and lease of the Bank's cash collateral on
the payment to the Bank of rents released or available to be
released by Village Realty and Management Services Inc. relating
to the rentals of the Debtor's condominium units in May 2011 and
each subsequent month, less $30,000 per month to pay the Debtor's
operational expenses and condominium association fees, as adequate
protection.

The Debtor has been unable to sell the condo units.  As a result,
it has made the Units available for rent on a week to week basis
to the general public for vacation use.  Village Realty markets
and promotes the rental of the Units to the public, and collects
rental deposits and rental income paid.  Village Realty releases
to the Debtor only 50% of the advanced rental deposit once the
rental deposit becomes non-refundable and retains the balance in
escrow until the tenants' occupancy has occurred or to pay
expenses for the maintenance and repair of the rented unit to
third parties.

The Bank asserts that the rentals constitute cash collateral on
account of its prepetition loan to the Debtor.  According to the
Bank, as of the Petition Date, the outstanding balance due to the
Bank under the Debtor's promissory note was $19,059,327.40 of
principal and including default interest, late charges and
attorneys fees and costs provided under the terms of the Note and
North Carolina law.

The Bank says it does not consent to the Debtor's use of the
Property or the Rents in May 2011 and thereafter.

The Bank's loan matured on Jan. 1, 2010, and the Debtor is in
default under the Promissory Note.  The Debtor last paid the Bank
interest on the Loan during December 2009.

Prior to the Petition Date, the Bank commenced a proceeding to
foreclose its Deed of Trust, and the Debtor unsuccessfully
attempted to obtain a preliminary injunction to stay the
foreclosure sale.  The trustee had scheduled the foreclosure sale
on the Property for Jan. 11, 2011.  One day prior to the date
scheduled for the foreclosure sale, the Debtor for bankruptcy.

The Edwards Family Partnership, L.P., holds a second priority lien
subordinate to the Bank's lien against the Debtor's condo units on
account of $3,000,000 in mezzanine financing provided to the
Debtor.

On March 3, 2011, the Bankruptcy Court entered a first interim
order allowing the Debtor to use cash collateral on limited basis.
The First Interim Cash Collateral Order provided that any excess
cash over budgeted expense items and the 2010 real estate taxes
was to be paid to the Bank as adequate protection for the use of
the Bank's cash collateral.  Unfortunately, there was no excess
cash.

On May 4, 2011, the Court entered its Second Interim Cash
Collateral Order, which only provided for the Debtor's use of cash
collateral from April 1, 2011 through April 30, 2011.  The Second
Cash Collateral Order also provided that any excess cash over the
budgeted expense items and the unpaid balance of the 2010 Real
Estate taxes are to be paid to the Bank as adequate protection for
the use of the Bank's cash collateral.  Unfortunately again,
there was no excess cash.

On Feb. 18, 2011, the Debtor filed its Second Amended Plan and
accompanying Disclosure Statement.  Summary of the Plan has been
reported in the Troubled Company Reporter.  A hearing on
confirmation of the Plan is scheduled for June 6 and 7, 2011.

The Bank has sought relief from the automatic stay; and valuation
of its secured claim as well as that of EFP, and determination of
their voting rights.  Hearings on those matters were scheduled to
begin on May 16 and are now scheduled to begin on June 6.

The Bank is represented in the case by:

         Julie B. Pape, Esq.
         WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
         OneWest Fourth Street
         Winston-Salem, NC 27101
         Tel: (336) 721-3715
         Fax: (336) 726-8072
         E-mail: jpape@wcsr.com

              - and -

         Walter Weir, Jr., Esq.
         Kenneth E. Aaron, Esq.
         Abbe A. Miller, Esq.
         WEIR & PARTNERS LLP
         The Widener Building, Suite 500
         1339 Chestnut Street
         Philadelphia, PA 19107
         Tel: (215) 665-8181
         Fax: (215) 665-8464
         E-mail: wweir@weirpartners.com
                 kaaron@weirpartners.com
                 abbe.miller@weirpartners.com

Attorney for Edwards Family Partnership is represented by:

         Charles N. Anderson, Jr., Esq.
         ELLIS & WINTERS LLP
         1100 Crescent Green, Suite 200
         Cary, NC 27518
         Tel: 919-865-7011
         Fax: 919-865-7010
         E-mail: chuck.anderson@elliswinters.com

                       About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
owns a 36-unit ocean-front condominium building in Dare County,
North Carolina.  It filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.  Walter L.
Hinson, Esq., and Maureen Radford, at Hinson & Rhyne, P.A., in
Wilson, N.C., represent the Debtor as counsel.  No creditors
committee has been formed in the case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


CROSS COUNTY: Asks for Approval of John Lewis as Counsel
--------------------------------------------------------
Cross County National Associates, LP, asks the U.S. Bankruptcy
Court for the Eastern District of Texas (Sherman) for permission
to employ John P. Lewis, Jr., as its Chapter 11 counsel.

Subject to the control and further order of the Court, the
Debtor's attorneys will be required to render these services:

     a. To assist in the preparation of schedules and statement of
        affairs and any amendments thereto;

     b. To attend and participate with the Debtor in its
        Section 341 meeting;

     c. To direct the Debtor concerning administrative and
        reorganization issues; and

     d. To perform all other necessary legal services in
        connection with this Chapter 11 case and in any adversary
        proceedings arising in this case.

The Debtor desires to employ John P. Lewis, Jr., on an hourly
basis for actual and necessary services rendered, based upon the
time, the nature, the extent, and the value of said services, in
accordance with the usual rates for the cost of comparable
services other than in a case under Chapter 11, together with
reimbursement of the Applicant's actual and necessary expenses.
John P. Lewis, Jr.'s hourly rate for this engagement is $300.

John P. Lewis, Jr., holds or represents no interest adverse to the
Chapter 11 Trustee or to the estate and is a disinterested party
under Section 101(14) of the Bankruptcy Code with respect to the
matters for which it is to be retained.

Plano, Texas-based Cross County National Associates, LP, dba Cross
County Mall, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 11-40915) on March 28, 2011.  The Debtor
estimated its assets and debts at $10 million to $50 million.


CROSS COUNTY: Court Okayed Use of Rents for 14-Day Period
---------------------------------------------------------
On May 6, 2011, the U.S. Bankruptcy Court for the Eastern District
of Texas granted Cross County National Associates, LP, permission
to use lender Cathay Bank's cash collateral on an interim basis,
to pay necessary expenses pursuant to a First Interim Budget for
the period May 1, 2011, to May 15, 2011.  Any positive variance in
total monthly expenditures greater than 7% will require written
permission of the Lender, which may be given by counsel for the
Lender and transmitted by e-mail.  The order was signed on May 13,
2011.

Cathay Bank asserts first priority liens and security interests in
the Debtor's 306,609 sq. ft. retail shopping center known as
"Cross County Mall" located at 700 Broadway East, Matoon,
Illinois, and all revenues, receipts and other cash proceeds
generated thereby pursuant to its loan and security documents.
Cathay Bank contends that the principal balance of the debt
secured by the Property is $8,833,039.  Debtor valued the Property
on its bankruptcy schedules at $9,500,000.

As adequate protection, Lender is granted replacement liens in all
present and after-acquired property and assets of the Debtor,
retroactive to March 28, 2011.  For any diminution in the value of
Lender's interests in its prepetition collateral from and after
the petition date resulting from the use of cash collateral with
such use not otherwise adequately protected through the grant of
replacement liens, the Lender is granted an administrative expense
claim pursuant to 11 U.S.C. Section 507(b).

Plano, Texas-based Cross County National Associates, LP, dba Cross
County Mall, owns a retail shopping center know as "Cross County
Mall" located at 700 Broadway East, Mattoon, Illinois.  It filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
11-40915) on March 28, 2011.  John P. Lewis, Jr., Esq., who has an
office in Dallas, Texas, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,430,286 in
assets and $13,096,273 in liabilities.


DENNEY FARMS: Gives Up to Lender, Asks for Case Dismissal
---------------------------------------------------------
Denney Farms has requested the U.S. Bankruptcy Court to dismiss
its Chapter 11 case.

Pursuant to the order of the Bankruptcy Court, secured creditor,
Farm Credit West, PCA, and Farm Credit West, FLCA, obtained relief
from the automatic stay regarding the Debtor's real property
consisting of a residential home, vineyards and open farm lands
located 72120 Jolon Road, Bradley, Monterey County, California.

Paul W. Moncrief, Esq., counsel for the Debtor, tells the Court
that Farm Credit West, PCA, and Farm Credit West, FLCA, and the
Debtor have entered into agreement to settle the claims of the
secured creditor in this Chapter 11 case.

Mr. Moncrief adds that there is no equity value in the remaining
assets of the Debtor's estate and that there is no reasonable
likelihood of the Debtor obtaining an order confirming a Plan of
Reorganization.

                        About Denney Farms

Bradley, California-based Denney Farms, a California Limited
Partnership, produces wine grapes on over 1,000 acres of vineyards
in south Monterey County.  The Company filed for Chapter 11
bankruptcy protection (Bankr. N.D. Calif. Case No. 10-59704) on
Sept. 17, 2010.  Paul W. Moncrief, Esq., at Johnson & Moncrief,
PLC, in Salinas, Calif., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


DESERT OASIS: Wants to Use Rental Income to Fund Bankruptcy
-----------------------------------------------------------
Desert Oasis Apartments LLC seeks permission from the Bankruptcy
Court to utilize revenue generated by its apartment complex to
fund its operations through Dec. 31, 2011 or upon confirmation of
a bankruptcy-exit plan.  The revenue represents cash collateral
securing obligations to Wells Fargo Bank, N.A., as trustee for JP
Morgan Chase Bank; Midland Loan Services, Inc., as loan servicer;
and CT Investment Management Co., LLC, as special servicer.

The Debtor owed no more than $3,076,716 under a secured loan with
JPMorgan.  JPMorgan transferred its rights in the loan to Wells
Fargo.  The Debtor is in default on its obligations.  The Debtor
said Wells Fargo is oversecured.  Moreover, the apartment is
insured.

The Court will convene a hearing on May 24, 2011 at 10:00 a.m. to
consider the cash collateral motion.

Separately, the Debtor has filed for motion for approval of
procedures to honor prepetition tenant security deposits.  The
Court will hold a hearing on this matter on June 21.

                   About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) on May 10.  Lenard
E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as
the Debtor's bankruptcy counsel.  The petition listed $10 million
to $50 million in assets and $1 million to $10 million in debts.
The petition was signed by David Gaffin, manager.


DESERT OASIS: Hires Schwartzer & McPherson as Bankruptcy Counsel
----------------------------------------------------------------
Desert Oasis Apartments LLC seeks Bankruptcy Court authority to
employ as its legal counsel:

          Lenard E. Schwartzer, Esq.
          Jeanette E. McPherson, Esq.
          SCHWARTZER & MCPHERSON LAW FIRM
          2850 S. JONES BOULEVARD, SUITE 1
          Las Vegas, NV 89146
          Tel: (702) 228-7590
          Fax: 702-892-0122
          E-mail: bkfilings@s-mlaw.com

The firm's rates are:

     Attorneys
        Lenard E. Schwartzer, Esq.        $500
        Jeanette E. McPherson, Esq.       $400
        Jason A. Imes, Esq.               $300
        Emelia L. Allen, Esq.             $200

     Paralegal/Legal Assistant
        Angela Hosey                      $125
        Sheena Clow                       $125

Mr. Schwartzer disclosed that his firm received a $173,053
retainer from the Debtor.  He said the firm does not represent any
interest that is adverse to the Debtor or their estates.  He,
however, noted that his firm represents Desert Land LLC and Desert
Oasis Investments, as well as the Debtor, in litigation brought by
Tom Gonzales, which is pending in the U.S. District Court for the
District of Nevada.  Desert Land and Desert Oasis Investments are
owned directly or indirectly by Howard Bulloch and David Gaffin
who are managers of the Debtor.  Desert Land is a creditor of the
Debtor.  The firm also represented Desert Land in its chapter 11
case (Bankr. D. Nev. Case No. 02-16202).  Desert Oasis Apartments
was a co-debtor in that case.  A plan was confirmed in the Desert
Land case in April 2003.  The confirmation order was appealed and
the last order regarding the appeal was entered by the Court of
Appeals for the Ninth Circuit in November 2005.

                   About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) on May 10.  Lenard
E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as
the Debtor's bankruptcy counsel.  The petition listed $10 million
to $50 million in assets and $1 million to $10 million in debts.
The petition was signed by David Gaffin, manager.


DESERT OASIS: Sec. 341 Creditors' Meeting Set for June 9
--------------------------------------------------------
The United States Trustee for the District of Nevada will convene
a meeting of creditors of Desert Oasis Apartments, LLC, on June 9,
2011, at 2:00 p.m. at 341s - Foley Bldg, Rm. 1500 in Las Vegas.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

The last day to file proofs of claim against the Debtor's estate
is Sept. 7, 2011.

                   About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) on May 10.  Lenard
E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, serves as
the Debtor's bankruptcy counsel.  The petition listed $10 million
to $50 million in assets and $1 million to $10 million in debts.
The petition was signed by David Gaffin, manager.


DEVELOPERS DIVERSIFIED: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed these credit ratings of Developers
Diversified Realty Corporation (NYSE: DDR, Developers
Diversified):

   -- Issuer Default Rating (IDR) at 'BB';

   -- $1 billion unsecured revolving credit facilities at 'BB';

   -- $1.7 billion unsecured medium term notes at 'BB';

   -- $583.4 million unsecured convertible notes at 'BB';

   -- $375 million preferred stock at 'B+'.

The Rating Outlook has been revised to Positive from Stable.

The revision in the Outlook to Positive reflects Fitch's
expectation of improvement in the company's credit profile in the
near term. Fitch anticipates a continued strengthening of
fundamentals across the company's retail property portfolio in
2011 along with stronger fixed charge coverage ratios. The
Positive Outlook also reflects management's plan to strengthen the
company's credit profile by de-levering via higher retained cash
flow, EBITDA growth and an increase in the percentage of net
operating income (NOI) derived from the prime portfolio. While
Fitch anticipates positive rating momentum, the company's debt
maturity schedule exhibits sizeable refinance risk in 2012 and a
base case liquidity coverage ratio of below 1.0 times (x) through
2012, which is mitigated by the company's demonstrated access to
capital and pending refinancing activities. However, Fitch remains
somewhat concerned with the company's unencumbered asset coverage
of unsecured debt that represents less contingent liquidity than
other REITs focused on the ownership of shopping centers.

Credit concerns center on the company's debt maturity schedule,
which includes $1.1 billion of 2012 consolidated debt maturities
as of March 31, 2011. Pro rata consolidated and unconsolidated
debt maturities in 2012 represented 28.1% of total maturities as
of March 31, 2011. While the company has proven access to capital,
debt maturities span the capital structure and include a $550
million secured term loan, $195.1 million in convertible notes
with a put date in 2012, $223.2 million of senior unsecured notes,
as well as mortgage maturities.

DDR's sources of liquidity (unrestricted cash, availability under
the company's revolving credit facilities, projected retained cash
flows from operating activities after dividends pro forma for the
redemption of series G preferred stock) divided by uses of
liquidity (pro rata debt maturities and projected recurring
capital expenditures) was 0.7x for April 1, 2011 through Dec. 31,
2012. As the company looks to refinance its $550 million term
loan, liquidity coverage would increase to 1.0x. Additionally, in
the event that the company refinances 90% of remaining 2011 and
2012 secured debt maturities, liquidity coverage would be solid at
1.8x.

While DDR has demonstrated access to capital, its unencumbered
asset coverage of unsecured debt ratio (calculated as unencumbered
property NOI divided by an illustrative capitalization rate of 8%
to unsecured debt) was 1.5x as of March 31, 2011, indicating
limited contingent liquidity.

In light of the economic recovery, DDR's pricing power continued
to improve in 1Q'11 with total anchor base rents and shop space
rents across the portfolio averaging $10.16 per square foot and
$20.83 per square foot, respectively, up 11.4% and 4.4%
respectively from 1Q'10. Leasing spreads increased 5.4% in 1Q'11
including 9% on new leases and 4.9% on renewals, marking the
fourth consecutive quarter of positive spreads relative to
expiring rates. Coupled with a rising lease rate to 92.4% as of
March 31, 2011 (92.6% including Brazil) from 91.3% as of March 31,
2010, same-property NOI was up 3.9% in 1Q'11 following growth of
1.1% in 2010 and a decline of 3.6% in 2009.

The company's fixed charge coverage ratio (defined as recurring
operating EBITDA including Fitch's estimate of recurring cash
distributions from joint ventures less recurring capital
expenditures and straight-line rent adjustments, divided by total
interest incurred and preferred dividends) was 1.6x for the
trailing 12 months ended March 31, 2011, compared with 1.7x in
2009 and 1.8x in 2008. The reduction was principally due to weaker
earnings power following tenant bankruptcies along with higher
capital expenditures associated with leasing previously vacant
space. Fitch anticipates that low-single digit same-property NOI
growth over the next 12 to 24 months, reduced capital
expenditures, and lower preferred dividends following the recent
redemption of DDR's 8% class G preferred stock will result in
fixed charge coverage approaching 2.0x indicative of positive
rating momentum. Based on Fitch's unlikely double-dip downside
scenario, fixed charge coverage would be approximately 1.5x, which
would be appropriate for a 'BB' rating and a Stable Outlook. In a
more adverse case than a double-dip scenario, fixed charge
coverage could fall below 1.4x which would further pressure
ratings as it would be appropriate for a 'BB-' rating.

DDR's leverage, calculated as net debt to recurring operating
EBITDA, continues to decline. Leverage was 8.6x as of March 31,
2011 compared with 8.6x and 10.0x as of Dec. 31, 2010 and Dec. 31,
2009, respectively. The company continues to pay a modest
quarterly dividend of $0.04 per share, bolstering retained cash
flow that may be utilized to repay maturing indebtedness. Along
with EBITDA growth including cash flow from newly leased space,
Fitch anticipates leverage in the mid-7x range over the next 12-
to-24 months. In Fitch's downside scenario, leverage would remain
approximately 8.5x and in a more adverse scenario not anticipated
by Fitch, leverage could exceed 10x.

DDR's management team remains focused on improving the company's
credit profile and further elevating the prime portfolio via sales
of non-prime assets outside of primary markets that are
experiencing flat or negative income. Prime portfolio NOI was
86.7% of total NOI in 1Q'11, up from 81.6% in 1Q2010. The company
plans to reduce non-prime assets to less than 10% of NOI by 2015.
At present, the portfolio maintains a well-diversified tenant
roster, with top tenants by base revenues being Wal-Mart (IDR of
'AA' by Fitch with a Stable Outlook) at 4.2%, TJX Companies at
2.2%, PetSmart at 2%, Bed, Bath and Beyond at 1.9%, and Kohl's
(IDR of 'BBB+' by Fitch with a Stable Outlook) at 1.7%.

The two-notch difference between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB'. Based on the criteria report, 'Equity Credit
for Hybrids & Other Capital Securities,' DDR's preferred stock is
75% equity-like and 25% debt-like since it is perpetual and has no
covenants but has a cumulative deferral option.

These factors may result in an upgrade to 'BB+':

   -- Fixed charge coverage sustaining above 1.8x (fixed charge
      coverage ratio was 1.6x for the trailing 12 months ended
      March 31, 2011);

   -- Net debt to recurring operating EBITDA sustaining below 8.0x
      (leverage was 8.6x as of March 31, 2011);

   -- Improvements in liquidity coverage.

These factors may result in an upgrade to investment-grade:

   -- Fixed charge coverage sustaining above 2.0x;

   -- Net debt to recurring operating EBITDA sustaining below
      7.0x;

   -- A sustained base case liquidity coverage ratio of above 1.0x
      (as of March 31, 2011, base liquidity coverage for April 1,
      2011 to Dec. 31, 2012 was 0.7x).

These factors may have a negative impact on DDR's ratings and/or
Outlook:

   -- Fixed charge coverage sustaining below 1.5x.

   -- Net debt to recurring operating EBITDA sustaining above
      9.0x;

   -- Reductions in liquidity coverage.

DDR is a real estate investment trust (REIT) based in Cleveland,
Ohio in the business of acquiring, developing, redeveloping,
leasing, and managing shopping centers and other retail
properties. As of March 31, 2011, the company had $9.3 billion in
undepreciated book assets, a common equity market capitalization
of $3.7 billion, and a total market capitalization of $8.6
billion. As of March 31, 2011, DDR's portfolio included 521
shopping centers and interests in retail properties.


DMW MARINE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: DMW Marine, LLC
        102 Pickering Way, Suite 503
        Exton, PA 19341

Bankruptcy Case No.: 11-13953

Chapter 11 Petition Date: May 17, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Charles M. Golden, Esq.
                  OBERMAYER REBMANN MAXWELL & HIPPEL LLP
                  1900 One Penn Center
                  1617 J.F. K. Boulevard, 19th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 665-3170
                  E-mail: charles.golden@obermayer.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/paeb11-13953.pdf

The petition was signed by Michael Antonoplos, receiver.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Douglas M. Weidner                    10-31034            12/23/10


DREIER LLP: Trustee Seeks OK of $11.5MM Settlement With Perella
---------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that the trustee
overseeing the liquidation of imprisoned attorney Marc S. Dreier's
former firm on Tuesday asked a New York bankruptcy court to
approve an $11.5 million deal to end an adversary case against the
financial firm Perella Weinberg Partners LP.

Attorneys for trustee Sheila M. Gowan filed a motion asking the
judge to sign off on the settlement, which would end the avoidance
action against PWP and its Xerion hedge fund for allegedly taking
in $24.1 million, according to Law360.

                        About Dreier LLP

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

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

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

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


EAGLE ROCK: Moody's Assigns 'B3' Rating to Senior Notes
-------------------------------------------------------
Moody's Investors Service assigned Eagle Rock Energy Partners,
L.P. (Eagle Rock) a B1 Corporate Family Rating (CFR) and rated the
partnership's proposed offering of $300 million of senior notes
B3. Moody's also assigned a SGL-3 Speculative Grade Liquidity
rating and a stable outlook. The proceeds from the senior notes
offering will be used to repay borrowings on Eagle Rock's senior
secured revolving credit facility.

RATINGS RATIONALE

"Eagle Rock's B1 CFR reflects the partnership's reasonable
financial leverage following the largely equity funded Crow Creek
acquisition and management's commitment to further leverage
reduction," said Pete Speer, Moody's Vice President. "The
partnership has higher business risk than its similarly rated
peers and therefore maintaining lower financial risk will be
important for its ratings."

Eagle Rock is a publicly traded master limited partnership (MLP)
that owns natural gas gathering and processing (G&P) assets and
oil and gas reserves. The partnership's midstream assets are
located in Texas and Louisiana, with most of this segment's margin
being generated by G&P systems in the Texas Panhandle and East
Texas/Louisiana locations.  As of Dec. 31, 2010, approximately 26%
of natural gas throughput volumes were under fixed-fee contracts,
with the remainder under percent-of-proceeds or other contracts
that contain commodity price risk. Therefore, in addition to the
inherent volume risk, Eagle Rock's midstream assets have higher
commodity price risk than most B1 peers.

On May 3, 2011, the partnership closed the acquisition of CC
Energy II L.L.C. ("Crow Creek") for approximately $530 million.
The acquisition more than doubled the size of Eagle Rock's E&P
business and lengthened its reserve life. The acquired properties
had a 2010 exit production rate of approximately 7,300 boe/day and
approximately 44.7 million boe of proved reserves that were
approximately 80% natural gas and 66% proved developed. The
valuation appears full at around $73,000 per boe of daily
production and $15.50 per boe of proved reserves (including future
development costs), particularly given its high natural gas
content. However, the transaction gives Eagle Rock's E&P business
many more drilling locations to provide visible production growth
and prospective acreage in the wet gas window of the Cana Shale
play in Oklahoma.

Pro forma for the Crow Creek acquisition and the senior notes
offering, Eagle Rock will have consolidated debt/EBITDA of around
3.8x at March 31, 2011, which is significantly lower than most B1
rated peers and somewhat mitigates the partnership's higher
business risk. Allocating debt to the midstream and E&P business
yields somewhat higher leverage on the midstream business at
around 4.1x, while the E&P business has debt/proved developed
reserves of approximately $8/boe and debt/average daily production
of $41,000/boe. These leverage metrics are expected to improve
over the course of 2011 through modest volume growth in its
midstream and E&P businesses that will be partially funded with
equity from outstanding in-the-money warrants.

Management has targeted consolidated Debt/EBITDA of less than 3.5x
and it is important for the B1 rating and stable outlook that this
leverage level be reached and maintained. Longer-term we expect
the company to continue reducing its business risk by increasing
the fixed fee proportion of its midstream business. If leverage
levels don't decline as expected, then the outlook could be
changed to negative or the ratings downgraded. A positive outlook
or ratings upgrade is unlikely in the near to medium term. In
order to consider a positive rating action, Eagle Rock will need
to significantly decrease its business risk through growth of its
midstream business with fee based contracts and/or significantly
grow its proved reserve and production scale (average daily
production approaching 20,000 boe) while reducing debt/production
below $30,000/boe.

The SGL-3 rating is based on our expectation that Eagle Rock will
maintain adequate liquidity through the first half of 2012. The
partnership is in the process of refinancing its existing credit
facility with a new five-year senior secured credit facility that
is expected to have an initial borrowing base and aggregate
commitments of approximately $675 million. Following the notes
offering pro forma availability is expected to be $231 million.
This borrowing capacity should be adequate to fund the
partnership's forecasted negative free cash flow while leaving
sufficient room for unexpected working capital fluctuations and
future borrowing base redeterminations. The new facility will have
financial maintenance covenants including limitations on leverage
and minimum interest coverage. The partnership has good headroom
under the proposed covenants on a pro forma basis and we expect
that to continue through the middle of next year.

The B3 rating on the proposed $300 million senior notes reflects
both the overall probability of default of Eagle Rock, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5
(85%). The senior notes are unsecured and guaranteed by domestic
subsidiaries on a senior unsecured basis. The notes will be
subordinate to the $675 million senior secured credit facility.
The size of this potential priority claim to the assets relative
to the amount of the senior notes results in the notes being rated
two notches beneath the B1 CFR under Moody's Loss Given Default
(LGD) Methodology.

The principal methodology used in rating Eagle Rock Energy
Partners was the Global Midstream Energy Industry Methodology,
published December 2010. Other methodologies used include
Independent Exploration and Production (E&P) Industry, published
in December 2008.


ELECTRIC CITY: Receivership, Chapter 11 to Address Woes Suggested
-----------------------------------------------------------------
Richard Ecke at Great Falls Tribune reports that bankruptcy
protection and receivership are two new suggestions for what to do
about Electric City Power, Great Falls' debt-ridden municipal
power utility.  ECP, which is more than $5 million in debt, should
seek Chapter 11 bankruptcy protection, according to retired
professor Aart Dolman, who spoke at a Great Falls City Commission
meeting Tuesday night.  Mr. Dolman's idea came on the heels of a
request earlier this month by the city's wholesale power supplier
that a state District Court judge name a receiver for Electric
City Power.

According to the report, ECP is a nonprofit entity created by the
city at mid-decade to conduct its electrical power business.
Large customers of ECP have conveyed plans to stop buying power.
The Company's plans for a voluntary rate increase for the
remaining customers have faced opposition.  The City Commission
set a public hearing for 7 p.m. June 7 at the Civic Center on
whether the city itself, which is a customer of ECP, should
voluntarily agree to pay more for its electricity for February
through June.


ELK GROVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Elk Grove Fitness LLC
        dba Gold's Gym
        2285 Longport Ct.
        Elk Grove, CA 95758

Bankruptcy Case No.: 11-32255

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Robert M. Yaspan, Esq.
                  LAW OFFICES OF ROBERT M. YASPAN
                  21700 Oxnard St #1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711

Scheduled Assets: $312,242

Scheduled Debts: $4,673,262

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb11-32255.pdf

The petition was signed by Ron Ask, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Capitol Fitness Network, LLC


EMPIRE RESORTS: Incurs $558,000 Net Loss in First Quarter
---------------------------------------------------------
Empire Resorts, Inc., filed with filed the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $558,000 on $14.91 million of net revenues for the
three months ended March 31, 2011, compared with a net loss of
$2.24 million on $15.46 million of net revenues for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed $47.50
million in total assets, $41.41 million in total liabilities, all
current, and $6.09 million in total stockholders' equity.

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.


ENERGYCONNECT GROUP: Files Form S-8; Registers 1.2MM Shares
-----------------------------------------------------------
EnergyConnect Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement 1,250,000
shares of the Company's common stock issuable pursuant to
Restricted Stock Unit Agreements.  A full-text copy of the
prospectus is available for free at http://is.gd/rAA5Qx

                     About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

The Company's balance sheet at April 2, 2011, showed $15.25
million in total assets, $11.53 million in total liabilities and
$3.72 million in total shareholders' equity.


ENERGYCONNECT GROUP: Incurs $1-Mil. Net Loss in April 2 Qtr.
------------------------------------------------------------
EnergyConnect Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.09 million on $5.77 million of revenue for the
three months April 2, 2011, compared with net income of $2.08
million on $7.02 million of revenue for the three months ended
April 3, 2010.

The Company's balance sheet at April 2, 2011, showed $15.25
million in total assets, $11.53 million in total liabilities and
$3.72 million in total shareholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/iMyZMn

                     About EnergyConnect Group

Campbell, Calif.-based EnergyConnect Group Inc. (OTC BB: ECNG)
-- http://www.energyconnectinc.com/-- is a provider of demand
response services to the electricity grid.  Demand response
programs provide grid operators with additional electricity
generation capacity by encouraging consumers to curtail their
electricity usage.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for the year ended Jan. 2, 2010.  The
independent auditors noted that the Company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.


ENIVA USA: Receives OK to Hire Leslie Anderson as Tax Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Eniva USA, Inc., to employ Leslie A. Anderson, Ltd., as special
counsel in connection with the appeal or amendment of prior year
sales tax returns is approved.

Anderson is experienced in such work and is agreeable to
performing such services on a contingency fee basis, with such
compensation being subject to allowance by this Court. Anderson
previously entered into a contingent fee arrangement dated
September 24, 2010, with the Debtor as it relates to multiple
sales tax refund requests.

To the best of the Debtor's knowledge, Anderson is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                          About Eniva

Anoka, Minnesota-based Eniva USA, Inc., fka Eniva, Inc., has been
engaged in the development, production and sale of nutritional
supplements since 1998.  It is a wholly owned subsidiary of
Wellspring International, Inc.  It sells its products throughout
the U.S. through a network of approximately 25,000 active
independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection on March 1,
2011 (Bankr. D. Minn. Case No. 11-41414).  The Debtor estimated
its assets and debts at $10 million to $50 million as of the
filing.


EOS PREFERRED: Reports $1.45-Mil. First Quarter Net Profit
----------------------------------------------------------
EOS Preferred Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting
net income of $1.45 million on $1.72 million of revenue for the
three months ended March 31, 2011, compared with net income of
$2.16 million on $2.44 million of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed
$87.21 million in total assets, $484,000 in total liabilities and
$86.72 million in total stockholders' equity.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/nk0R8y

                        About EOS Preferred

Based in New York, EOS Preferred Corporation (formerly Capital
Crossing Preferred Corporation) is a Massachusetts corporation
with the principal business objective to hold mortgage assets that
will generate net income for distribution to stockholders.  The
Company was organized on March 20, 1998, to acquire and hold real
estate assets and Aurora Bank FSB, an indirect wholly-owned
subsidiary of Lehman Brothers Holdings Inc., owns all of the
Company's common stock.  Effective June 21, 2010, the Company
changed its corporate name to EOS Preferred Corporation.

The Company operates in a manner intended to allow its to be taxed
as a real estate investment trust, or a "REIT," under the Internal
Revenue Code of 1986, as amended.  As a REIT, EOS will not be
required to pay federal or state income tax if it distributes its
earnings to its shareholders and continues to meet a number of
other requirements.

The Company reported net income of $7.65 million on $2.19 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $12.82 million on $3.56 million of
total interest income during the prior year.

As reported by the TCR on April 6, 2011, Ernst & Young LLP, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  On Sept. 15, 2008, Lehman Brothers
Holdings Inc., indirect parent company to Aurora Bank FSB, and
ultimate parent company of EOS Preferred Corporation, filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
Aurora Bank, the sole owner of the common stock of EOS Preferred
Corporation, is subject to a Cease and Desist Order, dated Jan.
26, 2009, and a Prompt Corrective Action Directive, dated Feb. 4,
2009, issued by the Office of Thrift Supervision, requiring Aurora
Bank, among other matters, to submit a capital restoration plan
and a liquidity management plan, and imposing restrictions on
certain activities of Aurora Bank and EOS Preferred Corporation.
According to the independent auditors, the bankruptcy of Lehman
Brothers and the ability of the OTS to regulate and restrict the
business and operations of EOS Preferred Corporation, in light of
the Cease and Desist Order and the Prompt Corrective Action
Directive, raise substantial doubt about EOS Preferred
Corporation's ability to continue as a going concern.


EPANDCO HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Epandco Holdings, LLC
        18653 Ventura Boulevard, #267
        Tarzana, CA 91356

Bankruptcy Case No.: 11-16072

Chapter 11 Petition Date: May 17, 2011

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

Judge: Maureen Tighe

Debtor's Counsel: Philip D. Dapeer, Esq.
                  PHILIP DAOEER, A LAW CORPORATION
                  2625 Townsgate Road, Suite 330
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144
                  Fax: (323) 954-0457
                  E-mail: PhilipDapeer@AOL.com

Scheduled Assets: $3,563,000

Scheduled Debts: $5,689,445

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-16072.pdf

The petition was signed by Shlomo Eplboim, member and manager.


ESQUIRE PROPERTY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Esquire Property Management, LLC
        1120 Roosevelt
        Irvine, CA 92620

Bankruptcy Case No.: 11-17020

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Leslie A. Cohen, Esq.
                  LESLIE COHEN LAW PC
                  506 Santa Monica Bl Ste 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  E-mail: leslie@lesliecohenlaw.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank of America           credit card            $8,000
P.O. Box 15710
Wilmington, DE 19886-5710

The petition was signed by Thuong Luu, managing member of Esquire
Property Management, LLC.


FAIRVUE CLUB: Court Approves Disbursements, Dismisses Ch.11 Case
----------------------------------------------------------------
The Bankruptcy Court granted Fairvue Club Properties LLC's request
to disburse funds and then dismiss the Chapter 11 case.

Earlier, the Court signed off on an agreed order resolving The
Internal Revenue Service's objection to Fairvue Club's request to
disburse funds.  The parties agree that the IRS has an
administrative claim for the unpaid FICA and FUTA taxes for the
post-petition period between Dec. 1 and 31, 2009, for $14,634.84.
The parties agree that the IRS's administrative claim will be paid
in the same manner as other administrative claims.

As reported by the Troubled Company Reporter on May 19, 2011,
Fairvue Club sought dismissal of its Chapter 11 case, saying it is
administratively insolvent.  The Debtor noted that the Court has
granted its creditors -- American Security bank & Trust; First
State Bank; and VGM Financial Services -- relief from stay on its
real property assets.

On Feb. 23, 2011, the Debtor sold the remaining assets to Gallatin
Golf, LLC, for $90,000.  After the sales, the Debtor's remaining
assets consist of cash held is escrow amounting to $111,765.

The Debtor asserts that the most efficient and cost effective
means of distributing the remaining funds of the Chapter 11 estate
is to distribute the funds pro rata to the remaining
administrative expenses and then dismiss the case.

The Debtor will pay the U.S. Trustee's $12,025 in administrative
fees in full and also make these pro rate disbursement of the
remaining funds:

    Tenn. Dept. of Labor, on behalf           $79,242
        of the unpaid employee claims

    Bradley Arant Boult Cummings LLP         $180,644

    VACO, LLC                                 $41,939

               About Fairvue Club Properties, LLC

Based in Gallatin, Tennessee, Fairvue Club Properties, LLC, owns
the Fairvue Plantation, a 504-acre development featuring 650 home
sites, two 18-hole golf courses, and 5-miles of shoreline around
Old Hickory Lake, a reservoir in north central Tennessee.  The
Company filed for Chapter 11 bankruptcy protection on Dec. 1, 2009
(Bankr. M.D. Tenn. Case No. 09-13807).  William L. Norton, III,
Esq., at Bradley Arant Boult Cummings LLP, in Nashville, Tenn.,
assists the Debtor in its restructuring effort.  The Company
disclosed $13,287,625 in assets and $17,215,175 in liabilities as
of the Petition Date.  The Court denied confirmation of the
Debtor's Chapter 11 Plan on Nov. 12, 2010.

Foxland Harbor Marina LLC filed for Chapter 11 bankruptcy
protection on Dec. 31, 2009 (Bankr. M.D. Tenn. Case No. 09-14911),
estimating both assets and debts between $1 million and
$10 million.

Foxland Club Properties, LLC, filed for Chapter 11 (Bankr. M.D.
Tenn. Case No. 10-03566) on April 1, 2010, estimating both assets
and debts to be between $1 million and $10 million.

Mr. Norton also represents Foxland Harbor and Foxland Club.

The three debtor entities are 100% owned by the Leon Moore 2009
Irrevocable Trust.  Leon Leslie Moore is a Chapter 7 debtor.


FIRST GEORGIA BANKING: Closed; CertusBank NA Assumes All Deposits
-----------------------------------------------------------------
CertusBank, National Association, of Easley, S.C., acquired the
banking operations, including all the deposits, of Atlantic
Southern Bank of Macon, Ga., and First Georgia Banking Company of
Franklin, Ga.  The two banks were closed on Friday, May 20, 2011,
by the Georgia Department of Banking and Finance, which appointed
the Federal Deposit Insurance Corporation as receiver for each
institution.  To protect depositors, the FDIC entered into
purchase and assumption agreements with CertusBank, N.A.

All 26 branches of the two closed banks will reopen during their
normal business hours as branches of CertusBank, N.A.  Depositors
of the two failed banks will automatically become depositors of
CertusBank, N.A.  Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Atlantic Southern Bank had 16 branches,
and First Georgia Banking Company had 10 branches.  Customers of
the two failed banks should continue to use their former branches
until they receive notice from CertusBank, N.A., that it has
completed systems changes to allow other branches of CertusBank,
N.A., to process their accounts as well.

As of March 31, 2011, Atlantic Southern Bank had total assets of
$741.9 million and total deposits of $707.6 million; and First
Georgia Banking Company had total assets of $731.0 million and
total deposits of $702.2 million.  Besides assuming all the
deposits from the two Georgia banks, CertusBank, N.A., will
purchase essentially all of their assets.

The FDIC and CertusBank, N.A. entered into loss-share transactions
on the failed banks' assets.  The loss-share transaction for
Atlantic Southern Bank was $585.1 million, and the loss-share
transaction for First Georgia Banking Company was $452.1 million.
CertusBank, N.A., will share in the losses on the asset pools
covered under the loss-share agreements.  The loss-share
transactions are projected to maximize returns on the assets
covered by keeping them in the private sector.  The transactions
also are expected to minimize disruptions for loan customers.  For
more information on loss share, please visit:

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

Customers with questions about the transactions should call the
FDIC toll free: for Atlantic Southern Bank customers, 1-800-823-
4939 and for First Georgia Banking Company customers, 1-800-823-
5017.  Interested parties also can visit the FDIC's Web sites: for
Atlantic Southern Bank,

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

and for First Georgia Banking Company,

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

The FDIC estimates that the cost to the Deposit Insurance Fund for
Atlantic Southern Bank will be $273.5 million and for First
Georgia Banking Company, $156.5 million.  Compared to other
alternatives, CertusBank, N.A.'s acquisition of the two
institutions was the least costly option for the DIF.

The closings are the 41st and 42nd FDIC-insured institutions to
fail in the nation so far this year and the eleventh and twelfth
in Georgia.  The last FDIC-insured institution closed in the state
was The Park Avenue Bank, Valdosta, on April 29, 2011.


GHOST TOWN: Park Could See Life Again in 2012
---------------------------------------------
COASTER-net.com reports that a source close to the former owners
of Ghost Town in the Sky has urged fans to "keep the faith," and
is aiming to get the park back up and running in time for the 2012
season.  Apparently, a package to sell the park to a new set of
owners is now just waiting approval from a governmental agency,
and could reopen by 2012.

According to the report, while the park had originally planned to
reopen in May 2010, a mudslide in February 2010 shot town the main
access road to the area, which ended the Company's plans and
forced them into Chapter 11 bankruptcy.  This left the park's
owners with little chance of emerging from bankruptcy, which would
then be auctioned off to help pay off its debt.

In December 2010, part-owner Al Harper sold 49% of his scenic
railway company to Remodel Auction, forming the American Heritage
Family Parks, which gave the park hope for emerging from
bankruptcy.  That company has now announced its intentions of
saving the park, but no details have been announced since.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operatoro of the Ghost Town in the Sky amusement park, filed for
Chapter 11 protection on March 11, 2009 (Bankr. W.D. N.C. Case No.
09-10271).  David G. Gray, Esq., at Westall, Gray, Connolly &
Davis, P.A., and William E. Cannon, Jr., at Brown, Ward & Haynes
P.A., represent the Debtor in its restructuring effort.  In its
bankruptcy petition, the Debtor disclosed total assets of
$13,035,300 and total debts of $12,305,672.


FORESTRY MUTUAL: A.M. Best Lifts Fin'l Strength Rating to 'B-'
--------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B-
(Fair) from C++ (Marginal) and issuer credit rating to "bb-" from
"b+" of Forestry Mutual Insurance Company (FMIC) (Raleigh, NC).
The outlook for both ratings has been revised to stable from
positive.

The rating actions reflect FMIC's increasing surplus and positive
operating results as well as its expertise in loss control and
safety procedures needed for the higher hazard risks the company
insures.  Additionally, FMIC has benefitted from management's
initiatives taken in recent years to re-underwrite the business,
improve FMIC's geographic diversification into neighboring states
and to implement a zero tolerance policy for failure to comply
with safety requirements.  The stable outlook reflects A.M. Best's
view that FMIC's operating performance and risk-adjusted
capitalization will continue to improve in the near term.

These positive rating factors are somewhat offset by FMIC's
limited business profile as well as by market and economic
conditions that create unique challenges for a single line niche
writer of workers' compensation insurance for forestry and logging
related risks.  In addition, while FMIC's performance has been
negatively affected by an increase in large claims, overall
frequency levels have significantly improved in recent years.
With a lowering of FMIC's retention levels on its reinsurance
program, the company is better protected from large losses, and
thus, reduced volatility in earnings is expected in the future.
Also mitigating the increase in larger claims is the effectiveness
of FMIC's safety program and strong reserving practices.


FRANKLIN PACIFIC: Response to Armed Forces Bank Suit Due May 25
---------------------------------------------------------------
Armed Forces Bank, N.A., v. Stephen J. Collias, Gary L. Hall, and
Gary L. Hall as Trustee of the Gary L. Hall Revocable Trust, No.
4:10-CV-00460-DGK (W.D. Mo.), was filed on May 4, 2010, for claims
on debts Defendants guaranteed on behalf of Franklin Pacific
Finance, LLP.  Franklin defaulted on the debts, and then filed for
Chapter 11 bankruptcy protection on May 24, 2010, in the United
States Bankruptcy Court for the Central Division of California.
The District Court has given Defendants five extensions of time,
the first few with Plaintiff's consent, to answer or otherwise
respond to the Complaint.  The Court did so on the understanding
that resolution of Franklin's Chapter 11 Plan would settle this
dispute, thus obviating the need to litigate this case.  The most
recent extension was given because Defendants indicated that after
May 2, 2011, the effective date of the Chapter 11 Plan, certain
payments would be made to Plaintiff which would facilitate
dismissal of this action.

On April 7, 2011, the bankruptcy court confirmed the Chapter 11
Plan, and it took effect May 2, 2011.  Plaintiff alleges that as
of May 6, 2011, neither Franklin nor the Defendants have complied
with the Plan, and Defendants remain significantly indebted to
Plaintiff under the guarantees.  Plaintiff contends that
Defendants are essentially stalling, and has asked the Court to
(1) reconsider its last order granting Defendants an extension of
time to June 3, 2011 to answer or otherwise respond to the
Complaint, and (2) set a Rule 16(b) deadline.

According to District Judge Greg Kays, it is unclear to the Court
whether Plaintiff's allegations are true or not, but what is clear
is that this case has not been resolved, a year has passed without
any answer being filed or scheduling order being issued, and that
it is time for this litigation to move forward.  Accordingly,
Plaintiff's motions are granted.  The Defendants is directed to
answer or otherwise respond to the Complaint on or before May 25,
2011.  No additional extensions of time will be given.  Failure to
answer or otherwise respond will result in default.

A copy of the District Court's May 18, 2011 Order is available at
http://is.gd/N5FKT8from Leagle.com.


FUNXION: Files for Bankruptcy After Investor Cuts Funding
---------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that FunXion, a restaurant and bar in Washington D.C.,
filed for Chapter 11 bankruptcy protection Wednesday.  According
to DBR, founder Sed S. Haddad said one of its backers faced
financial troubles and cut off its flow of money to the spot,
which opened last spring.  The bankruptcy filing halted the
restaurant's plans to expand to Dupont Circle and Arlington,
Virginia.

"We have a positive cash flow, but the debt is too much for us to
carry," Mr. Haddad told The Wall Street Journal's Bankruptcy Beat
on Friday.

DBR notes papers filed with the U.S. Bankruptcy Court in
Washington, D.C., show that the club owes between $500,000 and
$1 million but has assets worth less than $500,000.

DBR notes FunXion sells tame, organic health food by day.  No
salt, oil, sugar or butter is allowed in the kitchen.  But, upon
nightfall, turns into a club that sells sustainable booze.
Accordingly, its name switches to DysFunXion afterhours.


GOLDENPARK LLC: Wants to Use Urban Commons' Cash Collateral
-----------------------------------------------------------
Goldenpark LLC seeks authority from the Bankruptcy Court to use
revenues from its hotel operations to pay expenses of maintaining
and operating the hotel.  Those revenues represent cash collateral
securing the Debtor's obligations to Urban Commons Sycamore LLC.

Goldenpark said it owes Urban $17.5 million under a secured loan
that Urban assumed from Wilshire State Bank.  According to
Goldenpark, it maintained a productive relationship and was
operating under a temporary forbearance with Wilshire.  The
situation was different with Urban, which, according to the
Debtor, maintains a "reputation for acquiring debt to foreclose
and operate real properties."

Urban declared the loan in default in January 2011.  The Debtors
requested that the foreclosure be stayed so it could close on a
sale of the Hotel, which was under contract to a third party for
$24 million.   Urban refused and commenced foreclosure proceedings
on March 30.  Urban requested the appointment of a receiver for
the Hotel.  The Debtor filed for bankruptcy one day before the
scheduled hearing on Urban's request for a receiver.

The Debtor said it has prepared a budget reflecting its ordinary
and necessary operating expenses that must be paid postpetition to
preserve the business.  The budget was prepared collectively
through the efforts of the Debtor's ownership as well as a third
party independent management company, Hotel Management Group LLC.

According to the Debtor, Urban and other creditors who may assert
an interest in the cash collateral are adequately protected by the
use of cash collateral.  Urban is protected by an equity cushion
of roughly 22.9% and the remaining secured creditors are protected
by equity cushions of roughly 17.1% and 17.04%.  The secured
creditors will be further protected by the continuing management
and operation of the Hotel, thereby preserving the value of their
collateral.  If there are cash flow shortages, further adequate
protection will be provided by the fact that Dae In Kim will fund
the shortfalls from non-estate funds as capital contributions.

The Debtor also is seeking authority to pay (1) pay prepetition
priority wages and commissions; and (2) honor accrued vacation and
leave benefits.

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  Levene Neale Bender Rankin
& Brill LLP serves as the Debtor's counsel.

In its petition, the Debtor listed $10 million to $50 million in
both assets and debts.  The petition was signed by Dae In Kim,
managing member.


GOLDENPARK LLC: Sec. 341 Creditors' Meeting on June 15
------------------------------------------------------
The U.S. Trustee for the Central District of California will
convene a meeting of creditors in the bankruptcy case of
Goldenpark LLC on June 15, 2011, at 2:00 p.m. at RM 2610, 725 S
Figueroa St., Los Angeles, California.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Section 341(a) meeting offers the creditors
a one-time opportunity to examine the Debtor's representative
under oath about the Debtor's financial affairs and operations
that would be of interest to the general body of creditors.

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  Levene Neale Bender Rankin
& Brill LLP serves as the Debtor's counsel.

In its petition, the Debtor listed $10 million to $50 million in
both assets and debts.  The petition was signed by Dae In Kim,
managing member.


GREEN VINEYARD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Green Vineyard, LLC
        53254 N. Sunset Rd.
        Benton City, WA 99320

Bankruptcy Case No.: 11-02483

Chapter 11 Petition Date: May 18, 2011

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: William L Hames, Esq.
                  HAMES ANDERSON & WHITLOWS PS
                  P.O. Box 5498
                  Kennewick, WA 99336-0498
                  Tel: (509) 586-7797
                  Fax: (509) 586-3674
                  E-mail: billh@hawlaw.com

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

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

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

The petition was signed by Michael T. Moore, managing member.


GREENSHIFT CORP: Reports $10.1-Mil. First Quarter Net Income
------------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
of $10.13 million on $7.71 million total revenue for the three
months ended March 31, 2011, compared with a net loss of
$2.93 million on $1.27 million of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed
$5.31 million in total assets, $49.66 million in total
liabilities, and a $44.35 million total stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/wB2b2O

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

The Company reported a net loss of $12.14 million on $7.73 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $19.73 million on $3.87 million of revenue
during the prior year.

As reported by the TCR on April 8, 2011, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2010 financial results.  The independent
auditors noted that the Company has suffered recurring losses from
operations and its total liabilities exceed its total assets.


GROTH BROS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Groth Bros Oldsmobile, Inc.
        dba Groth Brothers Chevrolet
        59 South L Street
        Livermore, CA 94550

Bankruptcy Case No.: 11-45396

Chapter 11 Petition Date: May 18, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: William L. Needler, Esq.
                  NEEDLER LAW P.C.
                  555 Skokie Blvd.
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  E-mail: williamlneedler@aol.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-45396.pdf

The petition was signed by Robin Groth Hill, owner.


GRUBB & ELLIS: Cohanzick Management Discloses 1.26% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Cohanzick Management, LLC, and David K.
Sherman disclosed that they beneficially own 891,166 shares of
common stock of Grubb and Ellis Company representing 1.26% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/uQEm9Y

                        About Grubb & Ellis

Santa Ana, Calif.-based Grubb & Ellis Company (NYSE: GBE)
-- http://www.grubb-ellis.com/-- is a commercial real estate
services and investment management company with over 5,200
professionals in more than 100 company-owned and affiliate offices
throughout the United States.  The Company's range of services
includes tenant representation, property and agency leasing,
commercial property and corporate facilities management, property
sales, appraisal and valuation and commercial mortgage brokerage
and investment management.

Through its investment management business, the Company is a
leading sponsor of real estate investment programs.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed
$286.9 million in total assets, $255.8 million in total
liabilities, $90.1 million in 12% cumulative participating
perpetual convertible preferred stock, and a stockholders' deficit
of $59.0 million.


GULF OFFSHORE: S&P Gives 'CCC+' CCR; Outlook Developing
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC+'
corporate credit rating to Louisiana-based Gulf Offshore Logistics
Holdings LLC. The outlook is developing. "At the same time, we
assigned a preliminary 'CCC+' (same as the corporate credit
rating) issue rating to GOL's proposed $110 million senior
secured notes due 2016. We also assigned a preliminary '3'
recovery rating to the notes, indicating expectations of
meaningful (50% to 70%) recovery in the event of a payment
default. The company will use proceeds from the transaction
to repay outstanding debt and to fund acquisitions and working
capital," S&P said.

"The outlook is developing because we could raise or lower the
ratings depending on whether GOL procures a new undrawn $30
million revolving credit facility in the near term," said Standard
& Poor's credit analyst Patrick Y. Lee. "If the company obtains
such a facility, then we may raise the corporate credit rating and
the issue rating on the notes to 'B-'. We, however, may revise the
recovery rating on the notes to '4', indicating expectations of
average (30% to 50%) recovery in the event of a payment default,
because of the addition of higher priority first lien debt in the
form of the revolving credit facility."

The preliminary ratings on GOL reflect the company's position as a
participant in the highly cyclical and competitive offshore marine
services segment of the oilfield services sector, small size and
scale, limited geographic diversity with a majority of vessels in
the Gulf of Mexico, concentrated customer base, low barriers to
entry in GOL's business space, and its less than adequate
liquidity. The ratings also reflect GOL's younger-than-average
fleet that permits the company to obtain higher day rates, long-
term contracting of a majority of its fleet, and minimal non-
acquisition capital expenditure requirements.

Standard & Poor's classifies GOL's business risk profile as
vulnerable. GOL has a small company-owned fleet of 10 offshore
support vessels (OSVs) that are used to transport materials,
supplies, and personnel to offshore drilling platforms and
production facilities. In addition, GOL operates a vessel
brokerage business, with access to more than 110 vessels, which
markets mostly third-party vessels for a certain premium and which
provides modest operating income.

"The outlook is developing because we could raise or lower the
ratings depending on whether GOL procures a new undrawn $30
million revolving credit facility in the near term to establish
adequate liquidity. If the company obtains such a facility, then
we may raise the corporate credit rating and the issue rating on
the notes to 'B-' from 'CCC+'. We, however, may revise the
recovery rating on the notes down to '4', indicating expectations
of average (30% to 50%) recovery in the event of a payment
default, from '3' because of the addition of higher priority first
lien debt in the form of the revolving credit facility. We may
take a negative rating action if the company is unable to procure
a revolving credit facility and the company does not garner day
rates and utilization sufficiently high enough to preclude fixed
charges from outstripping cash flow," S&P stated.


HOCHHEIM PRAIRIE: S&P Affirms 'BB' ICR; Outlook Revised to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hochheim
Prairie Farm Mutual Insurance Assoc. (HPFM) and its wholly owned
subsidiary Hochheim Prairie Casualty Insurance Co. (collectively
referred to as HPFM or the company) to negative from stable.
Standard & Poor's also said that it affirmed its 'BB' issuer
credit and insurer financial strength ratings on both companies.

The ratings are based on HPFM's relatively small capital base
regarding its large probable maximum loss exposure, limited market
breadth in Texas, and earnings volatility due to severe weather
catastrophe and occasional intense competition. However, the
company's strong relationship with its independent agents and
customers and the flexibility it has to change rates and forms due
to its Texas mutual insurance company status mitigate these
negative factors.

"The outlook revision reflects our view that HPFM's exposure to
catastrophic losses relative to its capital base is greater than
the amount previously incorporated into the ratings. Although
HPFM's exposures haven't changed materially in the past year, the
company's preliminary reassessment of its modeled exposure
relative to its capital base resulted in its capital being
modestly deficient for the current rating level," S&P stated.

"We believe that the company could have been more proactive in
applying the lessons learned from Hurricane Ike in 2008, which
sustained its force longer than anticipated after landfall and
caused more damage than expected. This resulted in some changes in
the catastrophe models underlying HPFM's revised catastrophic
assessment. However, we acknowledge that the company has taken
steps to better manage its net catastrophe exposure. Since 2003,
HPFM stopped accepting new costal exposures, and its 2010 costal
exposures decreased to 60% of its 2003 amounts. Further, it
instituted a 2% mandatory deductable for coastal areas and
increased rates statewide to address the potentially higher
probable maximum loss reassessment," S&P explained.

"The ratings incorporate our expectation that in addition to
further validating HPFM's catastrophe model results, the company
will restore its capitalization to a good level using mitigating
actions such as enhanced enterprise risk management (ERM)
practices (as applied through exposure) and reinsurance
optimization initiatives," S&P continued.

"If HPFM is unsuccessful in meeting the expectations we had
previously mentioned, particularly the restoration of its capital
through enhanced ERM initiatives, we would likely lower the
ratings by one notch. Alternatively, we would likely revise the
outlook to stable if HPFM is successful in meeting those
expectations," S&P added.

Ratings List
Ratings Affirmed; Outlook Action

                                        To                 From
Hochheim Prairie Farm Mutual Insurance Assoc.
Hochheim Prairie Casualty Insurance Co.
Counterparty Credit Rating
  Local Currency                        BB/Negative/--
BB/Stable/--
Financial Strength Rating
  Local Currency                        BB/Negative/--
BB/Stable/--


HOST HOTELS: S&P Rates $50MM Add-on Sr. Secured Notes at 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Bethesda, Md.-based
Host Hotels & Resorts L.P.'s proposed $50 million add-on senior
notes due 2019 its 'BB+' issue-level rating (two notches higher
than S&P's 'BB-' corporate credit rating on the company). "We also
assigned this debt a recovery rating of '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default. The notes are being offered as
additional notes under an existing indenture under which Host
issued $425 million in notes due 2019 on May 11, 2011. The company
will use proceeds from the proposed notes issuance for general
corporate purposes. All existing ratings on the company, including
the 'BB-' corporate credit rating, are unchanged," S&P stated.

Host Hotels & Resorts L.P.

  Corporate credit rating                  BB-/Stable/--

Rating Assigned

  Prpd. $50 mil. add-on sr notes due 2019  BB+
  Recovery rating                          1


INDIANAPOLIS DOWNS: Judge Freezes $600-Million Suit Against CEO
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Tuesday stayed a $600 million defamation suit
lodged by Cordish Co. in federal court against the CEO of
Indianapolis Downs LLC.

As reported in the Troubled Company Reporter on May 16, 2011,
Indianapolis Downs LLC commenced an adversary complaint in the
U.S. Bankruptcy Court for the District of Delaware to block a
$600 million contract suit filed by its management company, Power
Plant Entertainment Casino Resorts LLC.  Indianapolis Downs sought
entry of an order staying or enjoining a prepetition litigation
brought by Debtors' management company, Power Plant Entertainment
Casino Resorts, Indiana against the Debtors' Chairman and chief
executive officer Ross J. Mangano and the three Trusts, for which
Mangano serves as Trustee, that together own the Debtors.  The
Debtors asserted, "Even though the Debtors are not formally
named as defendants, the Maryland Litigation will deplete property
of the Debtors' bankruptcy estates and will interfere with
Debtors' reorganization for at least four reasons."

                      About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


IRADJI HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Iradji Holdings LLC
        11373 Charnock Road
        Los Angeles, CA 90066

Bankruptcy Case No.: 11-31316

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Philip Layfield, Esq.
                  THE LAYFIELD LAW FIRM APC
                  100 Wilshire Blvd Ste 950
                  Santa Monica, CA 90401
                  Tel: (310) 917-1010
                  Fax: (800) 644-9861
                  E-mail: philip@pjllawfirm.com

Scheduled Assets: $3,777,000

Scheduled Debts: $4,146,485

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-31316.pdf

The petition was signed by Sam Maghazei, manager.


JACKSON COUNTY EQUIPMENT: Tex. App. Ct. Rules on Guarantor's Suit
-----------------------------------------------------------------
Gary Wayne Harton appeals from a trial court judgment
notwithstanding the verdict -- JNOV -- entered in favor of First
Victoria National Bank.  The underlying lawsuit involved six
separate commercial loan agreements on which Mr. Harton was either
the maker of the note or the individual guarantor for Jackson
County Equipment Company.  By three issues, Mr. Harton contends
that: (1) First Victoria released its claims against him when it
settled its claims in bankruptcy; and, in the alternative, (2-3)
First Victoria is not entitled to judgment for any amount in
excess of the damages and attorney's fees awarded by the jury.  In
a May 19, 2011 Memorandum Opinion, the Court of Appeals of Texas,
Thirteenth District, Corpus Christi, Edinburg, affirmed, in part,
as to damages, and reversed and remanded, in part, for
reinstatement of the jury's award of attorney's fees.

"[W]e cannot affirm the trial court's granting of the JNOV on
attorney's fees because the evidence does not, as a matter of law,
establish that $25,000 is a reasonable fee for services rendered
by counsel's law firm to First Victoria.  We sustain Harton's
third issue," said Justice Nelda V. Rodriguez, who wrote the
opinion.

Chief Justice Rogelio Valdez and Justice Gina M. Benavides are
other members of the panel.

The case is Gary Wayne Harton, Appellant, v. First Victoria
National Bank, Appellee, No. 13-10-00371-CV (Tex. App. Ct.).  A
copy of the Court's ruling is available at http://is.gd/ihkkdz
from Leagle.com.

Jackson County Equipment Company filed for Chapter 7 bankruptcy
protection.  Lowell Cage serves as Chapter 7 Trustee for JCEC.


JBS USA: Fitch Rates $1-Bil. Senior Unsecured Bonds at 'BB-'
------------------------------------------------------------
Fitch Ratings assigned a 'BB-' rating to JBS USA's proposed USD$1
billion unsecured note that will be issued in two tranches due in
2019 and 2021. The notes will be guaranteed by JBS, JBS Hungary
Holdings, JBS USA Holdings, as well as JBS USA's operating
subsidiaries JBS USA Beef and JBS USA Pork.

Fitch also maintains these ratings on:

JBS S.A. (JBS):

   -- Foreign currency Issuer Default Rating (IDR) at 'BB-';

   -- Local currency IDR at 'BB-';

   -- Notes due 2016 at 'BB-';

   -- National scale rating at 'A- (bra)'.

JBS USA, LLC (JBS USA):

   -- Foreign currency Issuer Default Rating (IDR) at 'BB-';

   -- Local currency IDR at 'BB-';

   -- Term Loan B facility due in 2018 at 'BB';

   -- Notes due 2014 at 'BB-';

JBS Finance II Ltd:

   -- Foreign currency Issuer Default Rating (IDR) at 'BB-';

   -- Local currency IDR at 'BB-';

   -- Notes due 2016 at 'BB-';

The Rating Outlooks for JBS, JBS USA and JBS Finance II Ltd are
Stable.

Foreign currency IDRs of both JBS USA and JBS Finance II Ltd. have
been linked to that of JBS in accordance with Fitch's Parent-
subsidiary rating methodology.

JBS' credit ratings reflect its strong business profile as the
world's largest beef and lamb producer and second largest chicken
producer. Further factored into JBS' ratings are the company's
geographic and product diversity, which partially mitigates the
risks of trade barriers and animal diseases. JBS' risk profile is
above average due to cyclical risks associated with the meat
business and the company's aggressive attitude toward growth
through acquisitions. While the company's credit profile should
benefit from the continued integrations and turnaround of recent
acquisitions, its cash flows and margins will continue to be
pressured by the high cattle prices and the elevated grain prices.

Acquisitions Strengthen Business Profile:

The company's business profile was strengthened by the acquisition
of Pilgrim's Pride and the merger and full integration with Bertin
S.A. (Bertin). The assets of Pilgrim's Pride and Bertin were
complementary to those of JBS and increased its product
diversification through the entrance into the poultry, dairy
products and leather markets. In addition to enhancing the
company's position in various proteins, they increased the
geographic diversification both domestically, with plants in 12
Brazilian states, and internationally, with plants in the United
States, Argentina and Australia. Geographic diversification is
important in the industry to mitigate risks related to disease,
the imposition of sanitary restrictions by governments, market
concentrations, as well as tariffs or quota applied regionally by
some importing blocs or countries.

Leveraged Capital Structure; Potential to Improve:

JBS' capital structure continues to be leveraged. The company's
total debt/EBITDA ratio and its net debt/EBITDA ratio were 4.5
times (x) and 3.3x, respectively, at the end of 2010. During 2011,
improving EBITDA should result in the net debt ratio declining to
less than 3.0x. JBS' fast expansion has been financed by a
combination of debt and equity; however, strong working capital
needs have resulted in rising debt levels. The acquisition of
Pilgrim's Pride was financed by BRL 3.5 billion of mandatory
debentures that were purchased by BNDESPar. According to Fitch's
methodology these convertible debentures met the criteria to
receive 100% equity credit and are not considered as financial
debt and do not impact JBS' leverage.

Restructuring Leads to Negative Results but Improves Operational
Margins:

During 2010, the first year of the full consolidation of Pilgrim's
Pride and the merger with Bertin, JBS' revenues were BRL55.1
billion and its EBITDA was BRL3.5 billion. On a pro forma basis,
these figures represented a 1.4% increase in revenues and a 16.2%
increase in EBITDA. The company's EBITDA margin of 6.4% during
2010 compares with a pro forma margin of 5.5% during 2009. The
improvement in margins was in line with Fitch's expectations for
merger synergies of about BRL950 million. Net Income in 2010 was
negative due to the numerous one time charges related to the
integration of Bertin and the restructuring of Pilgrim's Pride. In
addition, the company paid a BRL521 million fee to BNDESPAR for
exercising its option to postpone the IPO of JBS USA for another
year.

Negative Free Cash Flow; Liquidity and Debt Amortization Profile
Manageable:

JBS' strong expansion has led to higher working capital needs
that, combined with capital investments, have resulted in negative
free cash flow (FCF) in the previous years. In 2010, FCF was
negative BRL2.7 billion largely due to about BRL1.9 billion of
working capital requirements. Much of the working capital
requirements were related to ramping up exports of Brazilian beef.
Fitch expects FCF will turn positive in 2011 as the company puts
behind restructuring and integration charges, reduces its costs
and improves profitability. This should allow the company to
strengthen liquidity and reduce some debt. The Term Loan B
issuance will also enhance the company's financial flexibility,
maturity profile and liquidity. Liquidity is further supported by
BRL3.6 billion of cash and marketable securities as of March 31,
2011 and BRL.4.6 billion of short-term debt (or 30% of the total
debt). Fitch expects that post the debt rebalancing process, which
includes the Term Loan transaction, the short-term debt will
represent only 15% of total debt. The availability of about USD600
million in revolving credit lines at JBS USA and Pilgrim's Pride
also enhances JBS' liquidity and mitigates refinancing risk.

Key Rating Drivers:

Rating improvement could result from strong cash flow generation
and debt reduction. A rating downgrade could be triggered by a
deterioration of the company's operating performance, or a large
dilutive debt financed acquisition. Continued negative free cash
flow (defined as cash flow from operations less capex and
dividends) could also result in a negative rating action.


J.M. BRENNAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: J.M. Brennan & Sons, Inc.
        HC1 Box 1394
        Blakeslee, PA 18610

Bankruptcy Case No.: 11-03607

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Philip W. Stock, Esq.
                  LAW OFFICE OF PHILIP W. STOCK
                  706 Monroe Street
                  Stroudsburg, PA 18360
                  Tel: (570) 420-0500
                  Fax: (570) 338-0920
                  E-mail: pwstock@ptd.net

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

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

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

The petition was signed by Jeffrey M. Brennan, president.


KE KAILANI: Agrees to Dismissal of Chapter 11 Case
--------------------------------------------------
The Hon. Robert J. Faris the U.S. Bankruptcy Court for the
District of Hawaii dismissed the Chapter 11 case of Ke Kailani
Development, LLC.

As reported in the Troubled Company Reporter on May 12, 2011,
Ke Kailani Partners LLC, a secured creditor of the Debtor, asked
the Court for the dismissal of the Debtor's case, pursuant to the
stipulation.

The stipulation was entered between the Debtor, secured creditors
KKP and the Ke Kailani Community Association, The Association of
Villa Owners of Ke Kailani and Mauna Lani Resort Association.

KKP related that on March 31, the Court entered an order granting
KKp's motion to determine that the Debtor is a single asset real
estate Debtor.  On May 2 hearing, KKP renewed its motion for
relief of stay to proceed with the foreclosure action and appeal
filed on Jan. 25.  The Debtor informed the Court that it is unable
to comply with the SARE order and orally withdrew its objection to
MFR.  At the hearing, the parties also agreed to will seek a
consensual dismissal of the Chapter 11 case.

KKP added that the stipulation will bar the Debtor to file
subsequent voluntary petition until the closing of a sale of the
property, subject to the foreclosure action.

                  About Ke Kailani Development

Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company
formed by ex-Home Box Office Chief Executive Michael Fuchs that
planned to develop a $100 million luxury home subdivision on the
Big Island.  The Company sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 11-00019) on Jan. 5, 2011.  The Debtor disclosed
$43,573,092 in total assets, and $28,138,767 in total liabilities.

The bankruptcy filing listed an affiliate of Texas-based Hunt Cos.
as the largest creditor, with a $22 million claim.


KENT'S MUFFLER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kent's Muffler & Brake, Inc.
        12243 South Galena Park Boulevard
        Draper, UT 84020

Bankruptcy Case No.: 11-27269

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Eric C. Singleton, Esq.
                  THE SINGLETON GROUP, PLLC
                  307 West 200 South, Suite 2002
                  Salt Lake City, UT 84101
                  Tel: (801) 214-9200
                  Fax: (801) 214-9201
                  E-mail: eric@thesingletongroup.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Kent Winters, president.


KT SPEARS: Files Schedules of Assets and Liabilities
----------------------------------------------------
KT Spears Creek, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas (Houston), its schedules of assets and
liabilities, disclosing:

  Name of Schedule                Assets         Liabilities
  ----------------                ------         -----------
A. Real Property                $12,800,000
B. Personal Property               $304,543
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $29,816,397
E. Creditors Holding
   Unsecured Priority
   Claims                                            $25,000
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $10,436
                                -----------      -----------
      TOTAL                     $13,104,543      $29,851,834

                        About KT Spears

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated $10 million to $50 million in both
assets and debts.


KT SPEARS: Seeks to Hire Okin Adams as Counsel
----------------------------------------------
KT Spears Creek, LLC, has asked authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to employ and
retain Matthew S. Okin and Okin Adams & Kilmer LLP as bankruptcy
counsel.

The Debtor submits that it will be necessary to employ Okin Adams
to serve as the Debtor's general bankruptcy counsel to:

     a) advise the Debtor with respect to its rights, duties and
        powers in this case;

     b) assist and advise the Debtor in its consultations relative
        to the administration of this case;

     c) assist the Debtor in analyzing the claims of the creditors
        and in negotiating with such creditors;

     d) assist the Debtor in the analysis of and negotiations with
        any third party concerning matters relating to, among
        other things, the terms of a plan of reorganization;

     e) represent the Debtor at all hearings and other
        proceedings;

     f) review and analyze all applications, orders, statements of
        operations and schedules filed with the Court and advise
        the Debtor as to their propriety;

     g) assist the Debtor in preparing pleadings and applications
        as may be necessary in furtherance of the Debtor's
        interests and objectives; and

     h) perform other legal services as may be required and are
        deemed to be in the interests of the Debtor in accordance
        with the Debtor's powers and duties as set forth in the
        Bankruptcy Code.

The primary attorneys at Okin Adams who will represent the Debtor
and their rates are:

        Matthew S. Okin           Partner         $375
        Greg Young                Partner         $350
        Maggie D. Conner          Associate       $275

In addition, Okin Adams will charge $95-$130 per hour for the work
of legal assistants on this matter.

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About KT Spears

KT Spears Creek, LLC, is a real estate holding company.  One of
these real estate holding includes an operating apartment complex
and an additional area on which a second apartment complex may be
constructed.  The operating apartment complex, Greenhill Parish
Crossing Apartments Homes, located in Elgin, S.C., is
substantially occupied.  The Debtor's remaining two real estate
holdings are comprised of undeveloped commercial land.

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated $10 million to $50 million in both
assets and debts.


LA JOLLA: Outstanding CShares Hike to 11.26 Million
---------------------------------------------------
La Jolla Pharmaceutical Company reported that on May 12, 2011, it
had converted approximately 15 shares of Series C-1 1 Convertible
Preferred Stock into 2,490,833 shares of common stock. Following
these conversions, the Company had a total of 8,855,160 shares of
common stock issued and outstanding.

In a subsequent filing, La Jolla Pharmaceutical reported that on
on May 13, 2011, it had converted approximately 14 shares of
Series C-1 1 Convertible Preferred Stock into 2,405,000 shares of
common stock.  Following these conversions, the Company had a
total of 11,260,160 shares of common stock issued and outstanding.

                    About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $6.93 million
in total current assets, $6.40 million in total current
liabilities $47,000 in Series C-1 redeemable convertible preferred
stock, and $482,000 in total stockholders' equity.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LEHMAN BROTHERS: Creditors Transfer $2-Bil.+ in Claims in April
---------------------------------------------------------------
More than 500 claims totaling more than US$2 billion, EUR30,000
and HK$8 million, changed hands in the Debtors' bankruptcy cases
in April 2011.  Among the largest claims traded were:

Transferor           Transferee           Claim No.  Claim Amount
---------            ----------           ---------  ------------
Galleon Buccaneer's  Whatley Place LLC       27568   $146,702,592
Offshore Ltd.

Drake Global
Opportunities
Master               JPMorgan Chase          30669    $92,688,732
                    Bank N.A.

Drake Global
Opportunities
Master               JPMorgan Chase          32403    $92,688,732
                    Bank N.A.

Deutsche Bank AG     Altuned Holdings LLC    27640    $81,995,772
London Branch

JPMorgan Chase       Jade Tree I LLC         30669    $73,766,014
Bank N.A.

JPMorgan Chase       Jade Tree I LLC         32403    $73,766,014
Bank N.A.

Telecom Italia       Barclays Bank PLC       15364    $68,351,668
Capital

Barclays Bank Plc    CVF Lux Master Sarl     15364    $68,351,668

Amundi Investment    Deutsche Bank AG        29356    $67,848,487
Solutions/Clikeo     London Branch

Hyposwiss Private    Illiquidx Ltd.          44509    $66,000,000
Bank Geneve SA

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: JPM Wants Lehman's $8.6-Bil. Request Denied
------------------------------------------------------------
JPMorgan Chase & Co. asked Judge James Peck at a May 10 hearing to
dismiss Lehman Brothers Holdings Inc.'s claim demanding that it
hand over $8.6 billion in cash taken as collateral in the weeks
before Lehman filed for bankruptcy, Reuters reports.

Lawyers for JPMorgan denied allegations that the bank had engaged
in misconduct and portrayed the lawsuit brought by LBHI and its
unsecured creditors as undeserved punishment for the bank's good
deeds, Reuters notes.

Paul Vizcarrondo, Esq., at Wachtell, Lipton, Rosen & Katz, in New
York, reminded Judge Peck at the hearing that JPMorgan helped to
mitigate the 2008 financial crisis by continuing to provide
financial services to LBHI even after the company filed for
bankruptcy protection, Reuters relates.

LBHI sued JPMorgan early last year to recover billions of dollars
that the bank allegedly seized as collateral.  The bank allegedly
threatened to discontinue its services unless LBHI posted
excessive collateral.

The lawsuit came after an examiner who was appointed to
investigate LBHI's bankruptcy found colorable claims against
JPMorgan in connection with its demands for collateral, which had
direct impact on LBHI's liquidity pool.

JPMorgan served as LBHI's main clearing bank in the 2008
financial crisis, lending the company's brokerage more than $100
billion a day to settle trades and repurchase agreements.

                        Safe Harbor Laws

Whereas Judge Peck was mostly silent when JPMorgan presented its
arguments at the May 10 hearing, the judge questioned LBHI's
lawyer on the Debtors' argument that the $8.6 billion at issue is
not protected by so-called "safe harbor" laws, Reuters relates.


Safe harbor laws can shield some financial transactions from
being included in the pool of assets divided among creditors when
a company files for Chapter 11, Reuters cites.

Judge Peck pointed out that JPMorgan needed agreements ahead of
clearing billions of dollars for LBHI and that arrangement seemed
to be in "the sweet spot of safe harbors," Reuters states.

John Quinn, Esq., at Quinn Emanuel Urquhart & Sullivan LLP, in
Los Angeles, California, counsel to LBHI, argued at the hearing
that JPMorgan used "its life and death power" over LBHI to
unfairly extract the company's remaining cash piles after
learning from meetings with government officials and other inside
sources that the company was about to collapse, according to the
Reuters report.

For its part, JPMorgan told the bankruptcy judge that broad safe
harbor laws for financial firms are vital to the national
interest and showed slides from a report by the Federal Reserve
aimed at supporting its position, Reuters relays.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBSF Sues Ford Trust for $27 Million
-----------------------------------------------------
Lehman Brothers Special Financing, Inc., filed an adversary
complaint against Ford Credit Auto Owner Trust 2007-B, seeking
declaratory relief arising out of Ford Trust's failure to pay
nearly $27 million that it owes to LBSF as a result of Ford
Trust's early termination of three interest rate swap
transactions between LBSF and Ford Trust, prior to the Petition
Date.

According to LBSF, Ford Trust elected to terminate the Ford Trust
Swaps as of October 7, 2008, due to LBHI's voluntary bankruptcy
proceeding, the commencement of which constituted an event of
default under the Ford Trust Agreement.  LBSF asserts that it is
undisputed that under the express terms of the Ford Trust
Agreement, Ford Trust became obligated to make a close-out
payment to LBSF as a consequence of, and in respect of, the early
termination of the Ford Trust Swaps.  In derogation of its
contractual obligations, however, Ford Trust failed to calculate
the Early Termination Payment in the manner required by the Ford
Trust Agreement, and substantially undervalued -- and
dramatically underpaid -- the Early Termination Payment to which
LBSF was contractually entitled, David R. Fertig, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells the Court.

In addition, Ford Trust failed and refused to pay to LBSF a
settlement amount equal to Ford Trust's "loss," which totaled
negative $24,745,062, representing the gains that Ford Trust
realized on account of the early termination of the heavily "out-
of-money" Ford Trust Swaps, Mr. Fertig says.

In an attempt to justify its ongoing refusal to pay the amounts,
Ford Trust has argued, and continues to contend, that it did
accept a "market quotation" in respect of the Ford Trust Swaps,
and that the settlement amount therefore was not required to
reflect Ford Trust's "loss" but instead was properly fixed at
$2,104,399, because Ford Trust received, and actually consummated
a transaction on the basis of, a $2,104,399 quotation from HSBC
Bank, N.A., in respect of a transaction that Ford Trust used to
"replace" the terminated Ford Trust Swaps, Mr. Fertig relates.

Accordingly, under its adversary complaint, LBSF asks the Court
to enter a judgment declaring that:

  (a) the HSBC Quote did not constitute, and does not qualify,
      as a "market quotation" for purposes of the transaction
      agreements with LBSF and that, in accordance with the
      transaction agreements, the settlement amount was required
      to be determined on the basis of, and is required to be
      equal to, Ford Trust's "loss" in connection with the early
      termination of the Ford Trust Swaps; and

  (b) Ford Trust's use of the HSBC Quote as the settlement
      amount for purposes of calculating the early termination
      payment due to LBSF effected a triangular, non-mutual
      setoff that is unlawful and not permitted under, and that
      constitutes a violation of, the Ford Trust Agreement, the
      Bankruptcy Code, and New York law.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                International Operations Collapse

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

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

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


LEHMAN BROTHERS: Seeks Dismissal of $450Mil. Pulsar Lawsuit
-----------------------------------------------------------
Lehman Brothers Holdings Inc. will ask a New York bankruptcy
court on May 18, 2011, to throw out a $450 million lawsuit
brought by Pulsar Re Ltd., Dow Jones' Daily Bankruptcy Review
reports.

Lehman lawyers asserted that Pulsar Re is trying to "leapfrog"
over other creditors in the Lehman bankruptcy case by trying to
reclaim funds it had parked with Lehman's Bermuda reinsurance
company from Lehman Brothers Holdings Inc. and its commercial
paper unit, according to Daily Bankruptcy Review.

Pulsar Re, an offshore insurance affiliate of Magnetar Capital
LLC, filed the lawsuit, seeking the imposition of a constructive
trust against LBHI and Lehman Commercial Paper Inc.  The move
came after the Lehman units allegedly misappropriated as much as
$450 million, which they pledged to their Bermuda-based
affiliate, Lehman Re Ltd.  The action was achieved pursuant to
repurchase agreements.  The money served as collateral for
Pulsar's reinsurance obligations to Lehman Re.

The misappropriation of funds was part of a plan to provide
financing to LBHI to improve its balance sheet by moving illiquid
assets to subsidiaries and other affiliates, Pulsar Re alleged in
court filings.  It argued that the cash collateral is not part of
the Lehman estate and should be placed in trust for the company.

Meanwhile, Magnetar said the repurchase deal swapped its cash for
"delinquent commercial loans secured by stalled, incomplete and
underfunded real estate developments," worth only about $100
million, Daily Bankruptcy Review relates.

Magnetar's reinsurance dealings with Lehman took place in 2008.
The Magnetar insurance affiliate said it fears its cash is in
danger of being handed out to Lehman creditors, according to the
Daily Bankruptcy Review.

                     About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

                International Operations Collapse

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

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

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


LIFECARE HOLDINGS: Incurs $3.6-Mil. First Quarter Net Loss
----------------------------------------------------------
LifeCare Holdings, Inc., reported a net loss of $3.6 million on
$94.92 million of net patient service revenue for the three months
ended March 31, 2011, compared with net income of $5.53 million on
$94.96 million of net patient service revenue for the same period
a year ago.

The Company's balance sheet at March 31, 2011, showed
$454.17 million in total assets, $469.25 million in total
liabilities, and a $15.08 million stockholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/Uv55aC

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

                           *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.


LOCATEPLUS HOLDINGS: James Ahearn Resigns from Board of Directors
-----------------------------------------------------------------
The Board of Directors of LocatePLUS Holdings Corporation accepted
the voluntary resignation of James Ahearn from the position of
Director due to his increased business interests that has
prevented him from committing the time to serve on the Board.

Mr. Ahearn has served on the Board for approximately two and one-
half years during which the Board has valued his experience,
insight and contributions.

Anthony Spatorico, Interim Chairman of the Board of Directors
thanked Mr. Ahearn for his efforts, dedication and outstanding
service to the company while serving as a Director.

                     About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company reported a net loss of $1.61 million on $7.89 million
of revenue for the twelve months ended Dec. 31, 2010, compared
with a net loss of $2.84 million on $7.26 million of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $2.21 million
in total assets, $12.07 million in total liabilities and a
$9.94 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Livingston & Haynes,
P.C., in Wellesley, Massachusetts, noted that the Company has an
accumulated deficit at Dec. 31, 2010 and has suffered substantial
net losses in each of the last two years, which raise substantial
doubt about the company's ability to continue as a going concern.


MARGAUX ORO: Court Approves $587T DIP Loan From Wells Fargo
-----------------------------------------------------------
Margaux Oro Partners, LLC, obtained a final order earlier this
month authorizing it to obtain up to $587,647 in postpetition
financing from Wells Fargo Bank N.A., and to use cash collateral
securing obligations to its lenders.  The Debtor also obtained
permission to grant mortgages, security interests, liens and
superpriority claims and other protections to provide adequate
protection to Wells Fargo.

As of the Petition Date, the Debtor owed Wells Fargo at least
$10,387,352 under the parties' prepetition credit agreement.

The Debtor has told the Court it does not have sufficient
available sources of working capital or cash to continue the
operation of its businesses without the postpetition financing and
use of Cash Collateral.

Wells Fargo is represented in the case by:

         Matthew Ferris, Esq.
         Lloyd A. Lim, Esq.
         WINSTEAD PC
         1201 Elm Street, Suite 5400
         Dallas, TX 75270
         Tel: (214) 745-5400
         Fax: (214) 745-5390
         E-mail: mferris@winstead.com
                 llim@winstead.com

                       About Margaux Oro

Dallas, Texas-based Margaux Oro Partners, LLC, owns 83,400 square
foot Plaza Del Oro Shopping Center in Cockrell Hill, Dallas
County, Texas.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 11-30337) on Jan. 11, 2011.  Vickie L. Driver,
Esq., Alexandra P. Olenczuk, Esq., and Courtney J. Hull, Esq., at
Coffin & Driver, PLLC, in Dallas, serves as the Debtor's
bankruptcy counsel.  No creditors' committee has been appointed in
this case.  In its schedules, the Debtor disclosed $13,171,602 in
assets and $10,934,144 in liabilities as of the petition date.

Donald Lewis Silverman, the sole manager of the Debtor, filed a
voluntary petition for personal relief under Chapter 7 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 10-31785).  Mr.
Silverman received his discharge on Nov. 12, 2010.


MICROBILT CORP: Court OKs Sealed Filing of Schedules, Statements
----------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey, in an order dated May 9, 2011, authorized
MicroBilt Corporation, et al., to file under seal, portions of the
revised matrix, the schedules, and related documents, including
affidavits of service, that contain data provider information and
the sales agent information.

According to the Debtor's docket, it filed all schedules on May 4,
two days after the Court's May 2 deadline for their schedules of
assets and liabilities and statement of financial affairs filing.

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and  Maselli Warren, PC as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.


MSR RESORT: Hearing on Plan Exclusivity Extensions Set for May 26
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on May 26, 2011, at 10:00 a.m. (prevailing
Eastern Time), MSR Resort Golf Course LLC, et al.'s request for an
exclusivity extension.

The Debtors are asking that the bankruptcy court to extend their
exclusive period to file and solicit acceptances for the proposed
chapter 11 plan until Sept. 29, and Nov. 28, respectively.

The Debtors relate that they need additional time to implement a
number of initiatives that will materially affect their business
plan, which stakeholders will use to evaluate the Debtors'
financial performance and will form the basis for a successful
exit from chapter 11.

In addition, the Debtors will continue to analyze their operations
for other methods of maximizing the value of their estates.

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NEOMEDIA TECHNOLOGIES: Reports $8.8-Mil. 1st Quarter Net Income
---------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $8.79 million on $369,000 of revenue for the three
months ended March 31, 2011, compared with net income of
$57.33 million on $355,000 of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2011, showed
$8.26 million in total assets, $79.42 million in total
liabilities, all current, $7.52 million in Series C convertible
preferred stock, $2.50 million in Series D convertible preferred
stock, and a $81.18 million total shareholders' deficit.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/kMayBm

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

The Company reported a net income of $35.09 million on
$1.52 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $67.38 million on $1.66 million of
revenue during the prior year.

Kingery & Crouse, P.A, in Tampa, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
accounting firm noted that the Company has suffered recurring
losses from operations and has ongoing requirements for additional
capital investment.


NEUROLOGIX, INC: Incurs $2.08-Mil. First Quarter Net Loss
---------------------------------------------------------
Neurologix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.08 million on $0 of revenue for the three months ended
March 31, 2011, compared with a net loss of $3.49 million on $0 of
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$7.06 million in total assets, $13.20 million in total
liabilities, and a $6.13 million total stockholders' deficit.

Clark A. Johnson, President and Chief Executive Officer of
Neurologix, noted that the first quarter financial results were
consistent with the Company's expectations.  "During the first
quarter, our leadership in gene therapy was strongly confirmed by
the publication in The Lancet Neurology of the positive results of
our Phase 2 clinical trial of gene transfer for the treatment of
advanced Parkinson's disease.  These are the first successful
Phase 2 gene therapy results in any therapeutic area that have
been published in a peer-reviewed journal.  As we have reported
before, we are continuing on the path to develop NLX-P101, our
Parkinson's disease gene transfer therapy, as a much needed
therapy for patients with Parkinson's disease and plan to submit a
Phase 3 protocol to the FDA later this year."

The Company held its annual meeting of stockholders on May 10,
2011.  At the Annual Meeting, the Company's stockholders (i)
elected Mr. Cornelius E. Golding and Mr. Elliott H. Singer to
serve as Class II directors for a term expiring at the Annual
Meeting in 2014 and (ii) elected Dr. Martin J. Kaplitt, M.D. to
serve as a Class III director for a term expiring at the Annual
Meeting in 2012.

A full-text copy of the Form 10-Q is available for free at:

                        http://is.gd/AKCkNZ

                       About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.


NEW STREAM: Committee Taps Houlihan Lokey as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of New Stream Secured Capital, Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Houlihan Lokey Howard & Zukin Capital, Inc., as its
financial advisor and investment banker.

Houlihan Lokey will assist the Committee in the performance of its
duties.

Houlihan Lokey's compensation includes, among other things:

   -- $150,000 fixed monthly fee; and

   -- a fee equal to 2% of the total consideration paid by the
      Debtors pursuant to a plan, if any, received by creditors in
      the cases, or investors in New Secured Stream Capital Fund
      (US), LLC.

To the best of the Committee's knowledge, Houlihan Lokey is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
NewOak Solutions LLC as its consultant; Kurtzman Carson
Consultants LLC as its communications agent; and Zolfo Cooper,
LLC, as its forensic accountants and litigation support
consultants.


NEW STREAM: Panel Taps Kurtzman Carson as Communications Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of New Stream Secured Capital, Inc., et al., to retain
Kurtzman Carson Consultants LLC as its communications agent.

The Court also authorized the implementation of a protocol
regarding the dissemination of information.  The Committee related
that the relief requested will ensure that confidential,
privileged, proprietary, and non-public information distributed to
the Committee by the Debtors, will not be disseminated to the
detriment of the Debtors' estates and will aid the Committee in
performing its statutory function.  At the same time, the protocol
will satisfy Congress' legitimate concern that creditors
represented by the Committee have fair access to information and
input about the Debtors and their prospects of recovery.

KCC is expected to establish and maintain a website and print and
serve documents as directed by the Committee and its counsel.

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

The Committee is represented by:

         Natalie D. Ramsey, Esq.
         1105 North Market Street, Suite 1500
         Wilmington, DE 19801
         Tel: (302) 504-7800

         Susheel Kirpalani, Esq.
         James C. Tecce, Esq.
         Benjamin I. Finestone, Esq.
         Scott C. Shelly, Esq.
         QUINN EMANUEL URQUHART & SULLIVAN LLP
         51 Madison Avenue, 22nd Floor
         New York, NY 10010
         Tel: (212) 849-7000

                          About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
NewOak Solutions LLC as its consultant; Houlihan Lokey Howard &
Zukin Capital, Inc., as its financial advisor and investment
banker; and Zolfo Cooper, LLC, as its forensic accountants and
litigation support consultants.


NEW STREAM: Committee Taps NewOak Solutions as Consultant
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of New Stream Secured Capital, Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain NewOak Solutions LLC as its consultant.

NewOak will give, among other things:

   i) advice, interpretations, opinions, and technical analyses
      based on experience in the market place during the
      applicable times;

  ii) comparisons to applicable benchmarks; and

iii) descriptions of market conditions.

The Committee says that as of the date of the filing, NewOak has
already provided the majority of its services to be provided at a
cost of $20,000.

NewOak's compensation includes:

   a. For Phase I Services: The fee for the services will be equal
      to $50 per life insurance policy in connection with a
      portfolio of approximately 400 life insurance policies
      totaling $20,000.

   b. For Phase II Services: The billable hours for the services
      will be billed at these rates:

      Ron D'Vari            $950
      Managing Director     $750
      Director - Analyst    $500

   c. For Expert Witness Services: The senior NewOak professional
      providing Expert Witness Services will be billed at the rate
      of $950 per hour.  Billable hours for Expert Witness
      Services include any interstate travel time from the
      expert's state of residence.  Expenses reasonably incurred
      in completing Expert Witness Services requested by Quinn
      Emmanuel or the Creditors' Committee will be reimbursed, at
      cost and without any markup.

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

The Committee has set a hearing for today, May 16, 2011, for its
requested retention of NewOak.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.


NEW STREAM: Committee Taps Zolfo Cooper as Forensic Accountants
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of New Stream Secured Capital, Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware to retain Zolfo
Cooper, LLC as its forensic accountants and litigation support
consultants.

Zolfo Cooper will, among other things:

   a) provide litigation support and forensic accounting services
      to the Committee, including with respect to (i) avoidance
      actions concerning investor redemption payments, lien
      transfers, and intercompany transfers; (ii) substantive
      consolidation; (iii) other potential estate claims against
      third parties;

   b) review and challenge the disclosure statement and fairness
      of any plan or reorganization, including the best interest
      of creditors; and

   c) provide other services as requested by the Committee.

The hourly rates of the Zolfo Cooper's personnel are:

     Managing Directors             $775 - $825
     Professional Staff             $230 - $695
     Support Personnel               $55 - $295

To the best of the Committee's knowledge, Zolfo Cooper is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
NewOak Solutions LLC as its consultant; Kurtzman Carson
Consultants LLC as its communications agent; and Houlihan Lokey
Howard & Zukin Capital, Inc., as its financial advisor and
investment banker.


OK ETON: Court Reschedules Plan Confirmation Hearing to July 5
--------------------------------------------------------------
The hearing on the confirmation of OK Eton Square, LP's plan of
reorganization has been rescheduled and will be held on July 5,
2011, beginning at 9:15 a.m.

As reported in the TCR on Jan. 18, 2011, the Debtor proposes to
restructure the current indebtedness to pay all creditors.  The
Debtor will continue to lease the property to a number of
different tenants.  To the extent the cash on hand at anytime is
insufficient to make the required payments under the Plan, equity
will provide any needed cash infusion.  Based upon the projected
income the Debtor does not believe any additional cash infusions
will be necessary.

Under the Plan, the Debtor will pay Bank of the West in full with
interest at the rate of Prime Rate adjusted annually of the
anniversary of the Effective Date by 0.25%.

Unsecured creditors will be paid in full in 60 equal monthly
payments commencing on the Effective Date.

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

                     About OK Eton Square, LP

OK Eton Square, LP, based in Dallas, Texas, filed for Chapter 11
bankruptcy on May 24, 2010 (Bankr. N.D. Tex. Case No. 10-33583).
Judge Barbara J. Houser presides over the case.  The Debtor is
represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
in Dallas, Texas.  The Debtor estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.


PETRA FUND: Examiner Taps McKenna Long as Bankruptcy Counsel
------------------------------------------------------------
Jack F. Williams, the Court-appointed examiner of Petra Fund REIT
Corp. and Petra Offshore Fund, L.P., has employed as bankruptcy
counsel:

          Christopher F. Graham, Esq.
          MCKENNA LONG & ALDRIDGE LLP
          230 Park Avenue
          New York, NY 10169
          Telephone: (212) 905-8300
          Facsimile: (212) 922-1819
          E-mail: cgraham@mckennalong.com

               - and -

          Gary W. Marsh, Esq.
          Henry F. Sewell, Jr., Esq.
          David E. Gordon, Esq.
          MCKENNA LONG & ALDRIDGE LLP
          303 Peachtree Street, Suite 5300
          Atlanta, GA 30308
          Telephone: (404) 527-4000
          Facsimile: (404) 527-4198
          E-mail: gmarsh@mckennalong.com
                  hsewell@mckennalong.com
                  dgordon@mckennalong.com

At the behest of KBS Preferred Holding I, LLC, the Court in April
2011 approved the appointment of an examiner to investigate
transfers from the Debtors to affiliate entities, insiders, and
third parties, exclusive of warehouse lenders JP Morgan Chase and
Royal Bank of Scotland, from Sept. 1, 2008 to Oct. 20, 2010; any
and all transfers from the Debtors to the Warehouse Lenders in the
90 days prior to the Petition Date; the circumstances relating to
the payoff of the loan to the Debtors by Millennium Partners,
including the sources of funds to make the payoff; and the
parties' conduct in connection with the discovery requests
contained in a bid by KBS for examination of the Debtors pursuant
to Federal Rule of Bankruptcy Procedure 2004.

McKenna Long has served as counsel to the court-appointed examiner
in the bankruptcy cases of: (1) Washington Mutual, Inc. and its
affiliated debtors (Bankr. D. Del. Case No. 08-12229); (2) DBSI,
Inc. and its affiliated debtors (Bankr. D. Del. Case No. 08-
12687); and (3) Refco, Inc. and its affiliated debtors (Bankr.
S.D.N.Y. Case No. 05-60006).

The principal attorneys in McKenna Long's Bankruptcy & Creditor's
Rights Group who are expected to represent the Examiner in the
Chapter 11 Cases and their hourly rates are:

     -- Christopher F. Graham ($785),
     -- Gary W. Marsh ($525),
     -- Henry F. Sewell, Jr. ($495), and
     -- David E. Gordon ($355)

The Examiner anticipates that the vast majority of work performed
in connection with MLA's representation of the Examiner will be
performed by Messrs. Sewell and Gordon.

Mr. Sewell, Esq., at McKenna Long, attests that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Petra Fund

Petra Fund REIT Corp. and its affiliates are in the business of
originating, investing in, structuring and trading loans secured
by commercial real-estate.  Petra Offshore Fund LP is the parent.

Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are
represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq.,
at Dickstein Shapiro, LLP.  At the time of the filing, each of the
Debtor estimated its assets at less than $10 million and its debts
at more than $100 million.

Petra Fund blamed its Chapter 11 filing on the extraordinary and
unprecedented collapse of the credit and commercial real estate
markets, which caused a mark-to-market value of its assets to
plummet.

Attorneys for KBS Preferred Holding I, LLC, are:

          Richard M. Kremen, Esq.
          DLA PIPER LLP
          6225 Smith Avenue
          Baltimore, MD 21209
          Tel: 410-580-4191
          E-mail: richard.kremen@dlapiper.com

               - and -

          Timothy W. Walsh, Esq.
          Vincent J. Roldan, Esq.
          DLA PIPER LLP
          1251 Avenue of the Americas
          New York, NY 10020
          Tel: 212-335-4616
          E-mail: timothy.walsh@dlapiper.com
                  vincent.roldan@dlapiper.com

Counsel for the Royal Bank of Scotland PLC is:

          Benjamin Mintz, Esq.
          KAYE SCHOLER LLP
          425 Park Avenue
          New York, NY 10022
          Tel: (212) 836-8505
          E-mail: bmintz@kayescholer.com

Attorneys for J.P. Morgan Securities, Inc., are:

          Mark C. Ellenberg, Esq.
          Peter Friedman, Esq.
          CADWALADER, WICKERSHAM & TAFT LLP
          700 Sixth Street, N.W.
          Washington, DC 20001
          Tel: 202-862-2238
          E-mail: mark.ellenberg@cwt.com

               - and -

          Michael J. Cohen, Esq.
          CADWALADER, WICKERSHAM & TAFT LLP
          One World Financial Center
          New York, NY 10281
          Tel: 212-504-6530
          E-mail: Michael.J.Cohen@cwt.com


PETRA FUND: Examiner Hires Mesirow as Financial Advisors
--------------------------------------------------------
Jack F. Williams, the Court-appointed examiner of Petra Fund REIT
Corp. and Petra Offshore Fund, L.P., needs assistance in
collecting and analyzing financial and other information related
to the Debtors' chapter 11 cases.  In this regard, the Examiner
has tapped Mesirow Financial Consulting LLC as his financial
advisors.

Matthew M. Shirah attests that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mesirow's hourly rates are:

     Level                           Hourly Rates
     -----                           ------------
     Senior managing director,         $775-$825
        Managing director and
        Director
     Senior vice-president             $665-$725
     Vice president                    $565-$625
     Senior associate                  $465-$525
     Associate                         $285-$395
     Paraprofessional                  $145-$240

                        About Petra Fund

Petra Fund REIT Corp. and its affiliates are in the business of
originating, investing in, structuring and trading loans secured
by commercial real-estate.  Petra Offshore Fund LP is the parent.

Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are
represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq.,
at Dickstein Shapiro, LLP.  At the time of the filing, each of the
Debtor estimated its assets at less than $10 million and its debts
at more than $100 million.

Petra Fund blamed its Chapter 11 filing on the extraordinary and
unprecedented collapse of the credit and commercial real estate
markets, which caused a mark-to-market value of its assets to
plummet.

At the behest of KBS Preferred Holding I, LLC, the Court in April
2011 approved the appointment of an examiner to investigate
transfers from the Debtors to affiliate entities, insiders, and
third parties, exclusive of warehouse lenders JP Morgan Chase and
Royal Bank of Scotland, from Sept. 1, 2008 to Oct. 20, 2010; any
and all transfers from the Debtors to the Warehouse Lenders in the
90 days prior to the Petition Date; the circumstances relating to
the payoff of the loan to the Debtors by Millennium Partners,
including the sources of funds to make the payoff; and the
parties' conduct in connection with the discovery requests
contained in a bid by KBS for examination of the Debtors pursuant
to Federal Rule of Bankruptcy Procedure 2004.

The Examiner has tapped McKenna Long & Aldridge LLP as his
bankruptcy counsel.

KBS Preferred Holding I, LLC, is represented by DLA Piper LLP.
Kaye Scholer LLP argues for the Royal Bank of Scotland PLC.  J.P.
Morgan Securities, Inc., is represented by Cadwalader, Wickersham
& Taft LLP.


PRICHARD, AL: High Court to Review Muni Bankruptcy Requirement
--------------------------------------------------------------
District Judge Kristi K. DuBose certified an appeal by the city of
Prichard, Alabama, from the Bankruptcy Court's dismissal of its
Chapter 9 bankruptcy petition.  The District Court, however, will
not hear the appeal.  The Alabama Supreme Court will.

According to Judge DuBose, resolution of the appeal involves
questions or propositions of law of the State of Alabama that are
determinative of the cause, and there appears to be no clear,
controlling precedent in the decisions of the Alabama Supreme
Court.  The Alabama Supreme Court will review whether "Ala. Code
Sec. 11-81-3 (1975) (as amended) requires that an Alabama
municipality have refunding or funding bond indebtedness as a
condition of eligibility to proceed under Chapter 9 of Title 11 of
the United States Code."  The appeal to the District Court is
stayed pending resolution of this question by the Alabama Supreme
Court.

The city of Prichard, Alabama, filed a Chapter 9 bankruptcy
petition on Oct. 9, 2009.  The Bankruptcy Court dismissed
Prichard's petition after finding that the city lacked the
capacity, under Alabama law, to file the petition.

A copy of the District Court's May 17, 2011 Order is available at
http://is.gd/RlhHijfrom Leagle.com.


REALOGY CORP: Bank Debt Trades at 4.5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 95.50 cents-on-the-
dollar during the week ended Friday, May 20, 2011, a drop of 0.33
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Sept. 30, 2013, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 206 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at March 31, 2011 showed $7.91 billion
in total assets, $9.21 billion in total liabilities, and a
$1.30 billion total deficit.

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the US.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


REMINGTON RANCH: Has Court OK to Borrow $4,000 to Pay Accountant
----------------------------------------------------------------
Remington Ranch LLC sought and obtained permission from the
Bankruptcy Court to borrow up to $4,000 from James M. Pippin.  The
Debtor needs the money to pay its accounting firm, JP Accounting &
Bookkeeping, which prepared its 2010 federal tax return.

The Debtor will grant administrative expenses status to the
lender.

The loan will pay interest at 6% per annum until paid.

Hooker Creek Companies LLC and Columbia State Bank have objected
to the request.  Hooker has sought dismissal of the Debtor's case.

In September 2010, the Debtor filed a fourth amended version of
its Plan of Reorganization providing for the completion of Phase I
of the Debtor's property, which includes 192 single family lots
and a number of overnight units to allow recordation of the plat,
the Wicked Pony Golf Course, the sales center, and a system of
lakes and streams, along with the supporting infrastructure
located on approximately 770 acres in the southern portion of the
property.

Under the Plan, secured creditors will be paid, over time, the
full amount of the Allowed Secured Claim of each from the proceeds
from lot sales. Unsecured Creditors will also be paid the full
amount of the Allowed Unsecured Claim of each from the proceeds of
lot sales.  Secured and Unsecured creditors will be paid after the
Bridge Loan and Construction Loan debt are fully retired.

If a Plan is confirmed, and construction would begin this year,
the Debtor intends for the first closings of lot sales to begin in
the second quarter of 2012.  The timing of payment to creditors
will depend upon the amount of claims allowed and the priority of
claims.  Allowed Claims would be satisfied by the first quarter of
2015.  Therefore, unsecured creditors would expect to be paid in
2014-2015.

A full-text copy of the Fourth Amended Plan is available for free
at http://bankrupt.com/misc/RemingtonRanch4thAmendedPlan.pdf

A hearing to confirm the Plan was set for March 2011.  However, on
March 2, the Debtor informed the Court it wishes to withdraw its
Fourth Amended Plan, and to file a motion to auction its assets.
Accordingly, the Court cancelled the Confirmation Hearing
scheduled to begin March 7.

Thereafter, the Debtor sought permission to sell roughly 2,080
acres of real property located in Powell Butte.  The Purchase
Price will be determined at auction, but the Initial Bid Amount --
and minimum purchase price for the property -- is $7.5 million.  A
hearing on the sale was set for this month.

                       About Remington Ranch

Powell Butte, Oregon-based Remington Ranch, LLC, is a property
developer.  It also goes by the name Coyote Basin Development,
LLC, Seven Peaks, LLC, and Red Rock LLC.  It filed for Chapter 11
bankruptcy protection on Jan. 21, 2010 (Bankr. D. Ore. Case No.
10-30406), Judge Elizabeth L. Perris presiding.  The Debtor
disclosed $29,298,544 in assets and $32,453,284 in liabilities as
of the Petition Date.  Attorneys at Cable Huston Benedict
Haagensen & Lloyd LLP serve as bankruptcy counsel.


RIVER EAST: Hearing on Motion to Dismiss Case Continued to July 11
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until July 11, 2011, at 10:00 a.m. the hearing on
secured first mortgage lien creditor LNV Corporation's motion to
have River East Plaza, LLC's Chapter 11 bankruptcy dismissed.

As reported by the Troubled Company Reporter on Feb. 21, 2011, LNV
asked the Court to dismiss the Debtor's bankruptcy case or grant
LNV relief from automatic stay to pursue the foreclosure sale that
was scheduled to occur hours following the Debtor's commencement
of the case.  LNV claimed that the Debtor filed for bankruptcy to
"delay a foreclosing secured lender.  Other than avoiding
foreclosure, the Debtor has no purpose for pursuing this case.
Because the Debtor has no unencumbered assets and no ability to
profitably operate its only asset -- a 74% vacant mixed use
property -- the Debtor shows no prospect for reorganization.
Accordingly, LNV Corp. should not be subjected to additional delay
in seeking to foreclose on its collateral when reorganization is
unrealistic."

LNV is represented by Neal, Gerber & Eisenberg LLP.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on Feb. 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


SATELITES MEXICANOS: Can Hire Alfaro as Mexican Financial Advisor
-----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., et al., sought and obtained
authorization from the Hon. Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware to employ Alfaro,
Davila y Rios, S.C., as Mexican financial advisor, nunc pro tunc
to the Petition Date.

Due to the cross-border nature of the Debtors' business and
operations, the Debtors have required and utilized financial
advisory services in the U.S. as well as in Mexico and the rest of
Latin America prior to the commencement of the proceedings and in
connection with the proposed restructuring.  The Debtors are
seeking to employ ADR, a strategic alliance partner of Lazard
Freres & Co. LLC based in Mexico, with respect to the Mexican and
Latin American aspects of these proceedings and the restructuring
of the Debtors.

ADR will, among other things:

         a. advise with regard to possible affiliations with
            strategic operators;

         b. advise with regard to divestitures of non-strategic
            assets; and

         c. provide the Debtors with other financial restructuring
            advice.

ADR will be paid, among other things:

         a. a monthly fee of $175,000 for the first two months of
            Lazard's engagement, and $150,000 for each additional
            month of engagement;

         b. a fee equal to $2 million; and

         c. a fee equal to $8 million.

More information on ADR's fee structure is available for free at:

                         http://is.gd/4VsvY4

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SATELITES MEXICANOS: Can Hire Greenberg Traurig as Bankr. Counsel
-----------------------------------------------------------------
Satelites Mexicanos, S.A., de C.V., et al., obtained authorization
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to employ the law firm of Greenberg
Traurig, LLP, as bankruptcy counsel, nunc pro tunc to the Petition
Date.

Greenberg Traurig can be reached at:

                  Attn: Victoria Watson Counihan, Esq.
                  Greenberg Traurig, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360
                  E-mail: bankruptcydel@gtlaw.com

As reported by the Troubled Company Reporter on April 13, 2011,
the Debtors sought court approval to employ Greenberg Traurig.
The hourly rates applicable to the principal attorneys and
paralegals proposed to represent the Debtors are:

        Professional                        Rate Per Hour
        ------------                        -------------
     Nancy A. Mitchell                          $945
     Maria DiConza                              $730
     Victoria W. Counihan                       $665
     Paul J. Keenan Jr.                         $600
     Alexandra Aquino-Fike                      $420
     Aviram Fox          $395
     Matthew L. Hinker                          $315
     Elizabeth Thomas                           $235

Other attorneys and paralegals will render services to the Debtors
as needed.  Greenberg Traurig's hourly rates are:

        Professional                        Rate Per Hour
        ------------                        -------------
     Shareholders                            $340-$1,090
     Of counsel                              $360-$935
     Associates                              $175-$610
     Legal Assistants/Paralegals              $60-$310

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SATELITES MEXICANOS: Can Hire Ernst & Young as Financial Advisor
----------------------------------------------------------------
Satelites Mexicanos, S.A., de C.V., et al., obtained authorization
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to employ Ernst & Young LLP as
financial advisor, nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on April 14, 2011,
the Debtors sought court approval to employ E&Y to, among other
things:

     a. develop communication plans for various constituents;

     b. assist the management and the Debtors' counsel with
        respect to bankruptcy implementation, including but not
        limited to the preparation of the information required in
        the schedule of financial affairs and the statements of
        assets and liabilities and the development of process for
        production of monthly operating reports;

     c. design and prepare a 13-week liquidity management/cash
        flow template/tool that incorporates detailed sources and
        uses of cash; and

     d. assist with the preparation of a liquidation analysis to
        produce an illustrative summary of potential recoveries
        under various scenarios.

E&Y will be paid based on these hourly rates of its professionals:

        Partner/Principal                  $650-$700
        Senior Manager                     $500-$550
        Manager                            $375-$400
        Senior/Staff                       $200-$325

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.  Rubio Villegas &
Asociados, S.C., serves as the Debtors' special Mexican corporate
and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SATELITES MEXICANOS: Can Hire Lazard Freres as Investment Banker
----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., et al., obtained authorization
from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware to employ Lazard Freres & Co. LLC as
investment banker and financial advisor, nunc pro tunc to the
Petition Date.

As reported by the Troubled Company Reporter on April 14, 2011,
the Debtors sought court approval to hire Lazard Freres to, among
other things:

     a. review and analyze the Debtors' business, operations and
        financial projections;

     b. evaluating the Debtors' potential debt capacity and
        capital expenditure requirements in light of its projected
        cash flows;

     c. assist in the determination of a capital structure for the
        Debtors; and

     d. assist in the determination of a range of values for the
        Debtors on a going concern basis.

Lazard Freres will be paid, among other things:

     a. a monthly fee of $175,000 for the first two months of its
        engagement, and $150,000 for each additional month of
        engagement;

     b. a fee equal to $2 million, payable upon the earlier (i)
        execution of a binding term sheet by, or similar binding
        agreement in principle among, a sufficient number of the
        Debtors' stakeholders to proceed with the implementation
        of a restructuring, (ii) execution of definitive
        agreements with respect to a pre-packaged or pre-arranged
        plan of reorganization by a number of the Debtors'
        stakeholders as is necessary to bind the Debtors'
        stakeholders to the plan, and (iii) delivery of binding
        consents to, or execution of, a prepackaged plan by a
        number of the Debtors' stakeholders as is necessary to
        file the plan; and

     c. a fee equal to $8 million, payable upon consummation of a
        restructuring.

More information on compensation of Lazard Freres is available at
the letter agreement, a copy of which is available for free at:

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

                        About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Ernst & Young LLP is the Debtors' financial advisor.  Rubio
Villegas & Asociados, S.C., serves as the Debtors' special Mexican
corporate and regulatory counsel.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.


SOUTHEASTERN CONSULTING: Case Summary & Creditors List
------------------------------------------------------
Debtor: Southeastern Consulting & Development Company, Inc.
          dba Heritage Plantation
              East Bay Preserve
              Heritage Park
              Heritage Manor
        502C Capital Circle, S.E.
        Tallahassee, FL 32301

Bankruptcy Case No.: 11-40398

Chapter 11 Petition Date: May 17, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Brian G. Rich, Esq.
                  BERGER SINGERMAN PA
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  E-mail: brich@bergersingerman.com

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

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

The petition was signed by Louis S. Weltman, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Florida Bank                 --                     $200,000
P.O. Box 128
Destin, FL 32540

John Deere Credit                  --                     $124,645
P.O. Box 650215
Dallas, TX75265-0215

Williams Scotsman                  --                      $43,022
P.O. Box 91975
Chicago, IL 60693-1975

Hyatt & Stubblefield, P.C.         --                      $25,633

RPI Media, Inc.                    --                      $24,616

Powerplan                          --                      $22,634

Hill Ward Henderson P.A.           --                      $21,423

Heritage Plantation CDD            --                      $15,900

Yamaha                             --                      $13,418

Kubota Credit Corporation          --                      $11,020

The Water Spigot, Inc.             --                      $10,364

Mobile Mini, Inc.                  --                       $9,308

Shutts & Bowen LLP                 --                       $8,675

Bill Salter Advertising, Inc.      --                       $8,052

Harrell's                          --                       $6,504

LESCO, Inc.                        --                       $5,507

Regal Chemical Company             --                       $5,472

South Coast Golf Guide             --                       $4,150

Mitchem, Jerry D.                  --                       $3,050

Taylor Made Golf Company, Inc.     --                       $2,926


SOUTHWEST SEAFOOD: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Southwest Seafood Shoppes, LLC
        4321 N. Bear Claw Way
        Tucson, AZ 85749

Bankruptcy Case No.: 11-14185

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS PC
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: eric@ericslocumsparkspc.com

Scheduled Assets: $100,600

Scheduled Debts: $1,217,000

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-14185.pdf

The petition was signed by John P. Willingham, managing member.


SPEARS TRUCKING: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Spears Trucking, Inc.
        26160 Route 52
        Fort Gay, WV 25514

Bankruptcy Case No.: 11-30342

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  SUPPLE LAW OFFICE, PLLC
                  801 Viand Street
                  Point Pleasant, WV 25550
                  Tel: (304) 675-6249
                  Fax: (304) 675-4372
                  E-mail: supplelawoffice@yahoo.com

Scheduled Assets: $600,980

Scheduled Debts: $1,168,047

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvsb11-30342.pdf

The petition was signed by Robert Y. Spears, president.


STATION CASINOS: Committee Wants to Compel GV Ranch Discovery
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s cases asks the Bankruptcy Court to compel Green Valley
Ranch Gaming LLC, certain non-debtor affiliates, and certain
individuals to produce certain documents and witnesses for
deposition testimony.

The Creditors' Committee further asks the Court to order
reformation of a certain confidentiality agreement by removing
the provision prohibiting the Committee's professionals and
members from discussing information designated by the producing
parties as "confidential".

Robert J. Stark, Esq., at Brown Rudnick LLP, in New York, says
that the Court should put an end to the attempts of Green Valley
and others to thwart the Creditors' Committee from carrying out
its statutory duty to investigate the propriety of Green Valley's
proposed Chapter 11 plan of reorganization.

The Creditors' Committee asserts that it has diligently attempted
to satisfy its fiduciary duties to its constituents by serving
discovery concerning:

  (1) the valuation assumption that underlies the Plan's
      proposed sale of substantially all of Green Valley's
      assets to insiders;

  (2) potential causes of action belonging to Green Valley's
      estate, including those related to serious and disturbing
      allegations regarding insiders of Green Valley managing
      the company for their own benefit; and

  (3) other significant issues concerning the confirmability of
      Green Valley's Plan, including (i) discriminatory
      treatment of similarly situated unsecured creditors, (ii)
      inappropriate diversion of value to insider/equity in
      violation of the absolute priority rule; and (iii)
      questions of whether the Plan can satisfy the Bankruptcy
      Code's good faith requirement.

The Court should not permit the Producing Parties, and Green
Valley in particular, to shirk their obligations under the
liberal discovery rules governing contested matters, Mr. Stark
asserts.  Instead, he says, the Producing Parties should be
required to conduct independent searches for documents responsive
to the requests served on them by the Creditors' Committee, to
produce timely those documents in a usable format, and to produce
the witnesses demanded for depositions in the case.

The Court is set to consider the Committee's request at a May 18,
2011, hearing.

                    Wilmington Trust Objects

Wilmington Trust FSB, as successor administrative agent of a
February 2007 First Lien Credit Agreement with Green Valley,
urges Judge Zive to deny the Committee's request.

On behalf of Wilmington Trust, Craig A. Barbarosh, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, asserts that
the request must not be granted because there is no justification
for extensive, costly or unduly burdensome discovery in the
Debtors' Chapter 11 cases.

Wilmington Trust further opposes the Committee's request because
it fails to accord the restrictions on discovery against
Wilmington Trust agreed to by counsel at a meet-and-confer last
May 11, 2011.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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


STATION CASINOS: Commences Propco Rights Offering
-------------------------------------------------
Station Casinos, Inc., filed a notice with the Court stating that
it has commenced on April 28 the Propco Rights Offering
solicitation, and distributed documents to creditors who
indicated in their plan ballots that they were interested in
participating in the rights offering and were otherwise eligible
to participate in the offering.

Under the SCI Plan, the Red Rock Casino Resort Spa, the Palace
Station Hotel & Casino, the Boulder Station Hotel & Casino and
the Sunset Station Hotel & Casino resort properties and certain
related assets are to be transferred by certain subsidiaries of
SCI to Station Casinos LLC, a newly formed Nevada limited
liability company.  In addition, under the SCI Plan, the Opco
Purchase Agreement, and the Proposed Subsidiary Plan, New
Station, which is expected to be the assignee of FG Opco
Acquisitions, LLC, is to purchase the Santa Fe Station, Texas
Station, Fiesta Henderson and Fiesta Rancho casino resort
properties as well as interests in certain Native American gaming
projects from SCI and certain of its subsidiaries.  The SCI Plan
provides that certain general unsecured creditors of SCI holding
Eligible Claims of $5 million or more will receive through the
Blockercos warrants exercisable for up to 2.5% of the total
equity in Station Holdco LLC, a Delaware limited liability
company subject to reduction as a result of the Partial Cash-Out.

Pursuant to the SCI Plan and the court-approved Rights Offering
Procedures Order, Holdco will, through the Blockercos, offer to
the Offerees and the Put Parties the opportunity to participate
in the Rights Offering and certain additional Equity Raises in
which the Offerees and the Put Parties will be entitled to
subscribe for and purchase Offered Units issued by the Blockercos
representing indirect ownership interests in the equity interests
of Holdco.

Under the Rights Offering, the Offerees will collectively be
entitled to subscribe for and purchase an aggregate amount of
37,500,000 Offered Units in Principal Blockerco at a price of
$1.00 per Offered Unit.  For the avoidance of doubt, an Offeree
holding $5,000,000 of senior notes will be entitled to subscribe
for up to 395,462 Offered Units.  Any remaining Offered Units not
subscribed for by Offerees or allocated to CRMF in connection
with its settlement and other similar set-asides will be
purchased by the Put Parties.

The Put Parties will collectively be obligated to subscribe for
and purchase an aggregate amount of 37,500,000 Offered Units,
enabling the Offerees and the Put Parties together to subscribe
for and purchase equity interests in the Blockercos representing
indirect ownership of up to 15% of the equity interests in
Holdco.  However, if the Offerees that are eligible to
participate in the Rights Offering do not hold Eligible Claims
sufficient to permit them to purchase, in the aggregate, Offered
Units in an amount equal to the Principal Blockerco Initial
Rights Offering Amount, then the Put Parties have agreed to
purchase Offered Units to make up the difference between the
aggregate commitment of Offerees that purchased Offered Units in
the Rights Offering and the Principal Blockerco Initial Rights
Offering Amount, and, in that event, Principal Blockerco's total
potential investment in Offered Units and its percentage equity
interest in Holdco would be lower than the maximum amount
described in the preceding sentence and 7.%, respectively, and
the Put Party Blockercos' total potential investment in Offered
Units and their aggregate percentage equity interest in Holdco
would be higher than the maximum amount described in the
preceding sentence and 7.5%.

New Station is expected to utilize the proceeds of the Rights
Offering to fund a portion of the purchase price of the Opco
Sale; to fund a portion of the purchase price for the Green
Valley Ranch sale; and for general corporate purposes, including
an expected payment of up to $50 million to reduce its
indebtedness.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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


STATION CASINOS: April 12 Debtors Plan Get Creditor Approval
------------------------------------------------------------
P. Joseph Morrow IV, a senior consultant employed by Kurtzman
Carson Consultants LLC, filed declarations summarizing the
tabulation of ballots of the Prepackaged Joint Chapter 11 Plan of
Reorganization for the April 12 Debtors.

The voting results reflect that the Plan for the April 12 Debtors
got overwhelming creditor support.

Kurtzman prepared a voting results summary for Green Valley Ranch
Gaming, LLC and the Subsidiary Debtors:

                              Accept                 Reject
                  ----------------------------------------------
      Class           Amount        Number    Amount    Number
      -----       ----------------------------------------------
CVH.1 Land Loan    $250,968,506.39     3         $0        0
Lenders' Claim           100%         100%       0%        0%

GVRG.2 GVR First   $550,872,359.49    95    $999,999.99    4
Lien Claims            99.82%       95.96%    0.18%      4.04%

SCI Opco*          $834,069,624.97    16         $0        0
Prepetition OpCo        100%          100%       0%        0%
Secured Lenders'
Allowed Secured
Claims

* The Prepetition OpCo Secured Lenders' Allowed Secured Claims
consist of these classes in the Prepackaged Plan: ASL.1,
ASL.3(a), BS.1, BS.3(a), CH.2(a), CS.1, CS.3(a), FS.3(a), FLA.1,
FLA.3(a), GR.`, GR.3(a), GVRS.1, GVRS.3(a), GVS.1, GVS.3(a),
LM.1, LM.3(a), LML.2(a), MS.1, MS.3(a), PSHC.1, PSHC.3(a), PE.1,
PE.3(a), RS.1, RS.3(a), SF.1, SF.3(a), SL.1, SL.3(a), SH.1,
SH.3(a), SS.1, SS.3(a), STN.2(a), TS.1, and TS.3(a).

A full-text copy of the Kurtzman declaration on Green Valley and
Subsidiary Debtors is available for free at:

             http://bankrupt.com/misc/sci2895.pdf

The Subsidiary Debtors are Auburn Development, LLC, Boulder
Station, Inc., Centerline Holdings, LLC, Charleston Station, LLC,
CV HoldCo, LLC, Durango Station, Inc., Fiesta Station, Inc.,
Fresno Land Acquisitions, LLC, Gold Rush Station, LLC, Green
Valley Station, Inc., GV Ranch Station, Inc., Inspirada Station,
LLC, Lake Mead Station, Inc., LML Station, LLC, Magic Star
Station, LLC, Palace Station Hotel & Casinos, Inc., Past
Enterprises, Inc., Rancho Station, LLC, Santa Fe Station, Inc.,
SC Durango Development LLC, Sonoma Land Holdings, LLC, Station
Holdings, Inc., STN Aviation, Inc., Sunset Station, Inc., Texas
Station, LLC, Town Center Station, LLC, Tropicana Acquisitions,
LLC, and Vista Holdings, LLC.

Kurtzman also prepared a voting results summary for Aliante
Gaming, LLC, Aliante Holding, LLC, and Aliante Station, LLC:

                              Accept                 Reject
                  ----------------------------------------------
      Class           Amount        Number    Amount    Number
      -----       ----------------------------------------------
ASL.1* Prepetition $834,069,624.97     16         $0        0
Opco Secured             100%         100%        0%        0%
Lenders' Allowed
Secured Claims

ASL.3(a)*          $834,069,624.97     16         $0        0
Prepetition Opco         100%         100%        0%        0%
Secured Lenders'
Allowed Deficiency
Claims

AGL.1 Aliante      $275,904,170.00      9  $8,738,740.06    1
Lenders Allowed         96.93%         90%      3.07%     10%
Claims

A full-text copy of the Kurtzman declaration on the Aliante
Debtors is available for free at:

            http://bankrupt.com/misc/sci2949.pdf

In addition to Classes ASL.1 and ASL.3(a), the Prepetition Opco
Secured Lenders' Allowed Secured and Deficiency Claims consist of
these classes: BS.1, BS.3(a), CH.2(a), CS.1, CS.3(a), FS.1,
FS.3(a), FLA.1, FLA.3(a), GR.1, GR.3(a), GVRS.1, GVRS.3(a),
GVS.1, GVS.3(a), LM.1, LM.3(a), LML.2(a), MS.1, MS.3(a), PSHC.1,
PSHC.3(a), PE.1, PE.3(a), RS.1, RS.3(a), SF.1, SF.3(a), SL.1,
SL.3(a), SH.1, SH.3(a), SS.1, SS.3(a), STN.2(a), TS.1 and
TS.3(a).

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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


STATION CASINOS: Files 1st Quarter Report With Bankr. Court
-----------------------------------------------------------
Station Casinos Inc. filed with the Court on April 29, 2011, a
summary of its financial status for the quarter ended March 31,
2011.

Under the report, the Debtor disclosed its assets and
liabilities, cash receipts and disbursements and net loss from
its operations.

The Debtor also disclosed that it paid a total of $4,364,296 to
various bankruptcy professionals retained in its cases for the
quarter ended March 31, 2011.

                     Station Casinos, Inc.
                         Balance Sheet
                     As of March 31, 2010
                          (Unaudited)

Cash and cash equivalents                             $7,231,000
Restricted cash                                       14,811,000
Accounts and notes receivable, net                     7,706,000
Interco (payables) receivables                      (626,098,000)
Prepaid expenses                                       2,166,000
Inventories                                                9,000
Deferred tax asset current                             6,115,000
                                                 --------------
Total current assets                                (588,060,000)

Property & equipment, net                             81,893,000
Land held for development                                      -
Intangible assets                                      1,485,000
Debt issuance costs                                            -
Other assets                                          29,740,000
Investments in subsidiaries                        4,032,670,000
Long-term deferred tax asset                          65,447,000
                                                 --------------
Total assets                                      $3,623,175,000
                                                 ==============

Debtor-in-possession financing                      $560,433,000
I/C note & deferred rent payable                               -
Current portion of LT debt                                     -
Accounts payable                                         828,000
Accrued expenses and other current liabilities        10,378,000
Accrued FIT payable (receivable)                         170,000
Accrued interest payable                                 495,000
DIP interest payable                                  14,630,000
Payroll & related liabilities                          8,354,000
Swap market value current                                      -
Deferred tax liability current                                 -
                                                 --------------
Total current liabilities                            595,288,000

LT debt less current portion                                   -
Long term accrued benefits                                     -
Deferred tax liability noncurrent                    173,976,000
Other long-term liabilities, net                       5,265,000
                                                 --------------
Total liabilities not subject to compromise          774,529,000
                                                 --------------
Liabilities subject to compromise                  3,544,836,000
                                                 --------------
Total liabilities                                  4,319,365,000
                                                 --------------
Common stock                                             417,000
Restricted stock                                     333,649,000
Additional paid-in capital                         2,662,113,000
Beginning retained earnings(deficit)              (3,669,935,000)
Current year earnings(loss)                          (22,436,000)
Other comprehensive income(loss)                           2,000
                                                 --------------
Total stockholders' equity                          (696,190,000)
                                                 --------------
Total liabilities and equity                      $3,623,175,000
                                                 ==============

                     Station Casinos, Inc.
                    Statement of Operations
              For the Quarter Ended March 31, 2011
                          (Unaudited)

Operating revenue:
Other                                                   $2,000
                                                 --------------
Net revenue                                                2,000

Operating costs and expenses                           7,758,000
Impairment                                                     -
                                                 --------------
EBITDAR                                               (7,756,000)
Land leases                                                    -
Earnings(losses) from JV's                                     -
                                                 --------------
EBITDA                                                (7,756,000)
Depreciation                                           2,067,000
Amortization                                                   -
Severance                                                 36,000
Preopening expenses                                            -
                                                 --------------
EBIT                                                  (9,859,000)
Cancelled debt offering costs                                  -
Other nonoperating loss                                        -
Early retirement of debt                                       -
Legal Settlement                                               -
I/C Interest income (expense)                         (3,163,000)
Interest income                                            5,000
Interest expense                                     (11,747,000)
Less: capitalized interest                             1,661,000
Interest expense-JV                                            -
Change in swap fair value                                397,000
Gain(loss) on disposal                                         -
                                                 --------------
Income before fees, reorganization & income tax      (22,706,000)
Management fees                                        6,203,000
Reorganization costs                                  (5,933,000)
Federal tax expense                                            -
                                                 --------------
Net income (loss)                                   ($22,436,000)
                                                 ==============

                     Station Casinos, Inc.
                    Statement of Cash Flows
              For the Quarter Ended March 31, 2011
                          (Unaudited)

Cash flows from operating activities:
Net income                                          ($22,436,000)
Adjustments to reconcile net income to net
cash used in operating activities:
  Depreciation and amortization                       2,067,000
  Shared-based compensation                           3,375,000
  Change in fair value of derivative instrument        (397,000)
  Loss on disposal of assets                                  -
  Loss on early retirement of debt                            -
  Write-downs and other charges, net                          -
  Amortization of debt discount                               -
  Reorganization items                                5,933,000
  Impairment                                                  -
  Changes in assets and liabilities:
   Decrease(increase) in restricted cash             (2,297,000)
   Decrease(increase) in accounts and notes
      receivables, net                                1,769,000)
   Decrease(increase)in inventories and
      prepaid expenses and other                        504,000
   Increase(decrease) in deferred income taxes                -
   Increase(decrease) in accounts payable               288,000
   Increase(decrease) in accrued interest               (47,000)
   Increase(decrease) in accrued expenses and
      other current liabilities                      26,921,000
   Increase(decrease)in intercompany payables       (63,565,000)
Other, net                                               581,000
                                                 --------------
Total adjustments                                    (25,498,000)

Net cash provided by (used in) operating
activities, before reorganization items              (47,934,000)
                                                 --------------
Cash used for reorganization items                    (5,003,000)
                                                 --------------
Net cash provided by (used in) operating
  activities                                        (52,937,000)

Cash flows from investing activities:
  Capital expenditures                                    2,000
  Intangible assets                                           -
  Proceeds from intercompany sale of land                     -
  Distributions from subsidiaries,
   net of investments                                 1,058,000
  Native American development costs                           -
  Other, net                                                  -
                                                 --------------
  Net cash provided by investing activities            (942,000)

Cash flows from financing activities:
  Borrowings under DIP Financing, net                59,900,000
  Payments under term loan, maturity 3 mos.            (625,000)
  Payments of debt issue costs                                -
  Capital contributions                                       -
  Other, net                                                  -
                                                 --------------
Net cash provided by(used in) financing activities    59,275,000

Cash and cash equivalents:
  Increase(decrease) in cash and cash equivalents     5,396,000
                                                 --------------
  Balance, beginning of period                        1,835,000
                                                 --------------
  Balance, end of period                             $7,231,000
                                                 ==============

                       17 Debtor-Affiliates

Seventeen Debtors submitted to the Court on April 29, 2011,
separate operating reports for the quarter ended March 31, 2011,
disclosing their total assets and total liabilities:

                                     Total           Total
Debtor                               Assets        Liabilities
------                           -------------    -------------
FCP Holding, Inc.               $2,805,626,000               $0
FCP PropCo, LLC                 $1,953,848,000   $1,972,315,000
FCP MezzCo Borrower II, LLC       $175,000,000     $179,133,000
FCP MezzCo Borrower IV, LLC       $150,000,000     $153,083,000
Fertitta Partners LLC             $902,434,000               $0
FCP MezzCo Borrower I, LLC        $200,000,000     $204,477,000
FCP MezzCo Borrower III, LLC      $125,000,000     $128,617,000
Reno Land Holdings, LLC            $19,155,000               $0
Tropicana Station, LLC             ($1,548,000)              $0
Northern NV Acquisitions, LLC       $1,359,000          $24,000
River Central, LLC                    $294,000               $0
FCP VoteCo LLC                              $0               $0
FCP Mezzco Parent LLC                       $0               $0
FCP Mezzco Parent Sub, LLC                  $0               $0
FCP MezzCo Borrower V, LLC                  $0               $0
FCP MezzCo Borrower VI, LLC                 $0               $0
FCP MezzCo Borrower VII, LLC                $0               $0

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serves as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions in order to reorganize debts and consummate the sale of
the Green Valley Ranch Resort, Spa & Casino to a group of buyers
led by the Fertitta family.

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


STFG INC: Dist. Ct. Dismisses Appeal From Ch. 7 Trustee's Accord
----------------------------------------------------------------
District Judge Micaela Alvarez dismissed an appeal from the
approval of a settlement in the bankruptcy case of STFG, Inc.
Judge Alvarez said the Appellants have not met their burden of
showing that they have standing to appeal the Bankruptcy Court's
decision, and have failed to meet their burden of creating a
complete record.

STFG, Inc., entered into four distinct partnership agreements to
establish and develop four different real estate ventures.  In
each of the Ventures, STFG partnered with either Jamie Carrillo,
N&I Garza Family, L.P., or both.  In connection with the ventures,
STFG executed five promissory notes -- one made payable to Jose
Leonides Alvarado and Nestor Garza, one made payable to N&I Garza
Family, L.P., and three made payable to Nestor Garza, with a
notation that Nestor Garza would be the payee on behalf of N&I
Garza Family, L.P.  Carlos Diaz, as principal of STFG, signed four
of the five Notes as an individual guarantor.

Nestor Garza filed suit in state court against STFG and Mr. Diaz
seeking to enforce payment on one or more of the Notes.  STFG and
Mr. Diaz responded by filing affirmative defenses, asserting that
one or all of the Notes were usurious.  Just prior to a trial on
the state court claims, STFG filed for Chapter 11 bankruptcy,
which stayed the state court claims involving STFG.  The
bankruptcy case was later converted to a Chapter 7 bankruptcy and
George Stone was appointed as trustee.

Ultimately, the Chapter 7 Trustee sought approval of a Compromise
and Settlement Agreement.  The terms of the Settlement Agreement
conveyed three lots from one of the Ventures to the Chapter 7
Trustee, who would then sell the lots and use the proceeds to
satisfy STFG's debts to its creditors.  STFG and Mr. Garza also
agreed to mutual releases.  The agreement also provided that the
Chapter 11 Trustee would "convey all of STFG's interest in the
Ventures to Nestor Garza, Jr."  The Settlement Agreement also
stated that the terms of the agreement did not affect any debts
that Mr. Diaz, as guarantor of the Notes, owed to Messrs. Garza or
Carrillo.

Mr. Diaz appealed the Order.

The case is Carlos Diaz, et al., Appellants, v. George Stone, et
al., Appellees, Civil Action No. 5-10-74 (S.D. Tex.),

A copy of the District Court's May 17, 2011 Opinion and Order is
available at http://is.gd/6v2jm6from Leagle.com.


SUD PROPERTIES: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SUD Properties, Inc.
        P.O. Box 3314
        Wilmington, NC 28403

Bankruptcy Case No.: 11-03833

Chapter 11 Petition Date: May 17, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.com

Scheduled Assets: $2,720,267

Scheduled Debts: $5,356,288

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nceb11-03833.pdf

The petition was signed by Vernon D. Danford, president.


SUMMIT BANK: Closed; Columbia State Bank Assumes All Deposits
-------------------------------------------------------------
Summit Bank of Burlington, Wash., was closed on Friday, May 20,
2011, by the Washington State Department of Financial
Institutions, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Columbia
State Bank of Tacoma, Wash., to assume all of the deposits of
Summit Bank.

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

As of March 31, 2011, Summit Bank had around $142.7 million in
total assets and $131.6 million in total deposits.  Columbia State
Bank will pay the FDIC a premium of 0.75% to assume all of the
deposits of Summit Bank.  In addition to assuming all of the
deposits of the failed bank, Columbia State Bank agreed to
purchase essentially all of the assets.

The FDIC and Columbia State Bank entered into a loss-share
transaction on $113.4 million of Summit Bank's assets.  Columbia
State Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

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

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-894-3219.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $15.7 million.  Compared to other alternatives, Columbia
State Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Summit Bank is the 43rd FDIC-insured institution to
fail in the nation this year, and the first in Washington.  The
last FDIC-insured institution closed in the state was Pierce
Commercial Bank, Tacoma, on November 5, 2010.


SUNNYSLOPE HOUSING: Seeks Release of $372,224 in Funds
------------------------------------------------------
Sunnyslope Housing LP seeks bankruptcy court permission to dip its
hands on these funds to pay for administrative costs in connection
with preparing a reorganization plan, including legal fees and
fees
due to the Arizona Department of Housing:

    Wells Fargo Corporate Trust             $243,621
       Services Account
    City of Phoenix Reimbursement Account   $108,000
    Partnership Funds Paid to Squire,        $20,603
       Sanders & Dempsey
                                           ---------
                                            $372,224

The Wells Fargo accounts were established by the Debtor in April
2005 as reserve accounts for The Industrial Development Authority
of the City of Phoenix Multi-family Housing Revenue Bonds (The
Hacienda at Sunnyslope Apts Project) Series 2005-A-Bond Fund.  The
bonds were redeemed and paid in full by the U.S. State Department
of Housing and Urban Development in late 2009 and early 2010.
Accordingly, the bonds are no longer outstanding and the reserve
funds to service the bonds are no longer required.  The Debtor
wants the reserve funds returned.

In April 2005, the Debtor paid water and sewer impact fees to the
city of Phoenix in order to obtain building permits for the
construction of the affordable housing project.  The source of
money for the payment of the city impact fees was a portion of the
$3 million loan from the city of Phoenix Housing Department.  At
the time of the payment, the city was experiencing difficulty in
providing adequate water and sewer capacity to certain development
projects, and certain projects were required to pay additional
fees, which could be reimbursed at a later time.

In October and November 2010, PEM Real Estate Group, the receiver
hired to manage the affordable housing project by First Southern
National Bank, paid $20,603 to Squire Sanders for legal fees for
work done for the First Southern National Bank in connection with
the appointment of the receiver.  The payments were made from the
apartment property accounts -- which technically were funds of the
Debtor and not funds of the bank.

In its motion, the Debtor asks the Court to order the release of
the $372,224 in funds.

The motion also noted the Debtor has arranged for representation
by the law firm Engelman Berger PC. The representation is
conditioned on the availability of funds.

                  About Sunnyslope Housing

Sunnyslope Housing Limited Partnership, dba Pointe Del Sol
Apartments, was placed into involuntary Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-02441) by a creditor, Reid Butler, on
Jan. 31, 2011.  On April 11, 2011, the case was converted from an
involuntary case to a voluntary case.


SWEETHEART FARMS: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sweetheart Farms, LLC
        1790 Platte Street
        Denver, CO 80202

Bankruptcy Case No.: 11-21654

Chapter 11 Petition Date: May 17, 2011

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: David T. Brennan, Esq.
                  OTTEN, JOHNSON, ROBINSON, NEFF & RAGONETTI, P.C.
                  950 17th St., Ste. 1600
                  Denver, CO 80202
                  Tel: (303) 825-8400
                  E-mail: dbrennan@ottenjohnson.com

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cob11-21654.pdf

The petition was signed by Brad Rothman, manager.


THERAGEN, INC.: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Theragen, Inc.
        10 Lake Drive East
        East Windsor, NJ 08520

Bankruptcy Case No.: 11-25440

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Barry W. Frost, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: bfrost@teichgroh.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/njb11-25440.pdf

The petition was signed by Bharat K. Patel, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Advent Pharmaceuticals, Inc.          11-25437            05/18/11


THINK3 INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: think3 Inc.
        6011 W. Courtyard Drive
        Austin, TX 78730

Bankruptcy Case No.: 11-11252

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: Charles A. Beckham, Jr., Esq.
                  HAYNES AND BOONE, LLP
                  1 Houston Center 1221 Mckinney, #2100
                  Houston, TX 77010
                  Tel: (713) 547-2243
                  Fax: (713) 236 5629
                  E-mail: charles.beckham@haynesboone.com

                         - and -

                  E. Brooks Hamilton, Esq.
                  HAYNES AND BOONE, LLP
                  1221 McKinney, Suite 2100
                  Houston, TX 77010
                  Tel: (713) 547-2034
                  Fax: (713) 236-5493
                  E-mail: brooks.hamilton@haynesboone.com

Debtor's
Crisis
Managers:         AP SERVICES, LLC


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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txwb11-11252.pdf

The petition was signed by Rebecca A. Roof, chief restructuring
officer.


TMG CANTON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TMG Canton Crossings LLC
        564 South Main Street, Suite 200
        Ann Arbor, MI 48104

Bankruptcy Case No.: 11-54145

Chapter 11 Petition Date: May 17, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Debra Beth Pevos, Esq.
                  SULLIVAN, WARD, ASHER & PATTON, P.C.
                  25800 Northwestern Highway, Suite 1000
                  Southfield, MI 48075
                  Tel: (248) 746-2842
                  Fax: (248)746-2760
                  E-mail: dpevos@swappc.com

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

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

The petition was signed by Jeffrey Starman, president of TMG
Canton Manager, Inc., managing member.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo                        --                  $29,280,000
D1100-090, 9th Floor
201 S. College Street
Charlotte, NC 28244-1075

Canton Township Water Dept.        --                     $187,085
P.O. Box 33087
Detroit, MI 48232

Blue Water Carpentry               --                      $37,828
846 Five Mile Road
Whitmore Lake, MI 48189

Home Depot Supply                  --                      $30,044

Clean Cut, Inc.                    --                      $30,000

CIC Industries                     --                      $28,776

DTE Energy                         --                      $19,788

Arbor Inspection Services          --                      $12,348

Sears Commercial One               --                      $12,062

Champion Property Maintenance      --                       $7,600

Auslander & Alteri                 --                       $7,405

Lowe's Commercial Services         --                       $6,775

Carter Bros./Edwards Service       --                       $5,432

Huron Floor Covering               --                       $4,859

Servpro of Brighton/Howell         --                       $3,326

Liliard's Carpet Care, LLC         --                       $3,115

Downriver Refrigeration Supply     --                       $3,015

Orozco Maintenance                 --                       $2,790

Home Depot Credit Services         --                       $2,624

Gannett Michigan Newspapers        --                       $2,200


TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 68.00 cents-on-the-
dollar during the week ended Friday, May 20, 2011, a drop of 1.35
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.
Moody's has withdrawn its rating on the bank debt.  The loan is
one of the biggest gainers and losers among 206 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141)


TUDOR OAKS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tudor Oaks Owners Corp.
        c/o Pirozzi Management
        67-50 Thorton Place
        Forest Hills, NY 11375

Bankruptcy Case No.: 11-73530

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Gary B. Sachs, Esq.
                  SACHS & ASSOCIATES, PLLC
                  East Tower, 15th Floor
                  1425 RXR Plaza
                  Uniondale, NY 11556-1425
                  Tel: (516) 280-3666
                  Fax: (516) 663-6785
                  E-mail: gsachs43@gmail.com

Scheduled Assets: $1,389,100

Scheduled Debts: $3,349,406

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-73530.pdf

The petition was signed by Jeffrey Pirozzi, secretary.


TXU CORP: 2017 Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 79.04 cents-on-the-dollar during the
week ended Friday, May 20, 2011, a drop of 0.60 percentage points
from the previous week, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 206 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                         About TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at March 31, 2011, showed
$45.13 billion in total assets, $51.38 billion in total
liabilities, and a $6.25 billion total deficit.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: 2014 Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Energy Future
Holdings Corp., formerly known as TXU Corp., is a borrower traded
in the secondary market at 86.06 cents-on-the-dollar during the
week ended Friday, May 20, 2011, a drop of 1.21 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 206 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                         About TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.

EFH Corp. was created in October 2007 in a $45 billion leveraged
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at March 31, 2011, showed
$45.13 billion in total assets, $51.38 billion in total
liabilities, and a $6.25 billion total deficit.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNITED GILSONITE: Creditors Panel Wants Montgomery as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in United Gilsonite
Laboratories' bankruptcy case asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Montgomery, McCracken, Walker & Rhoads, LLP, as counsel, nunc pro
tunc to April 15, 2011.

MMWR will, among other things:

         a. assist and advise the Committee in its consultations
            with the Debtor and other parties in interest relative
            to the overall administration of the estates;

         b. represent the Committee at hearings to be held before
            the Court and communicating with the Committee
            regarding the matters and issues raised as well as the
            decisions and considerations of the Court; and

         c. assist and advise the Committee in its examination and
            analysis of the Debtor's conduct and financial
            affairs.

The hourly rates of the law firm's personnel are:

         Partners                   $360-$750
         Of Counsel                 $360-$650
         Associates                 $240-$450
         Paralegals                 $150-$300

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.  Mark B. Conlan, Esq., at
Gibbons P.C., serves as the Debtor's bankruptcy counsel.  Joseph
M. Alu & Associates P.C. serves as accountants.  Garden City Group
is the claims and notice agent.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.


UNITED GILSONITE: Files Schedules of Assets & Liabilities
---------------------------------------------------------
United Gilsonite Laboratories has filed with the U.S. Bankruptcy
Court for the Middle District of Pennsylvania its schedules of
assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                     $4,221,000
B. Personal Property                $16,863,962
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                          $25,809
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $2,982,879
                                    -----------         ----------
TOTAL                               $21,084,962         $3,008,688

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection on March 23, 2011 (Bankr. M.D. Pa. Case No. 11-02032).
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  Joseph M. Alu & Associates P.C. serves as
accountants.  Garden City Group is the claims and notice agent.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors of United Gilsonite Laboratories.


UNITED GILSONITE: Asks for Court OK to Retain Steptoe & Johnson
---------------------------------------------------------------
United Gilsonite Laboratories asks for authorization from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to retain
Steptoe & Johnson LLP as a professional in the ordinary course of
the Debtor's business, effective nunc pro tunc to the Petition
Date.

Steptoe & Johnson LLP provides intellectual property law services
to the Debtor related to the registration of trademarks both
nationally and internationally.

The Debtor proposes that it be permitted to pay Steptoe & Johnson
without court approval, 100% of its fees and expenses upon
submission to, and approval of, the Debtor of an appropriate
monthly invoice setting forth in reasonable detail the nature of
the services provided, with time recorded in one-tenth of an hour
increments, and describing the expenses incurred, provided that
such fees do not exceed the monthly fee cap.  The ordinary course
professional will be capped at fees of $10,000 per month.

                      About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories, a
Pennsylvania Corporation, is a small family-owned corporation
engaged in the manufacturing of wood and masonry finishing
products and paint sundries.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011.
Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


UNITED GILSONITE: Has Court's Permission to Hire Wilbraham Lawler
-----------------------------------------------------------------
United Gilsonite Laboratories sought and obtained authorization
from the Hon. Robert N. Opel, II, of the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to retain Wilbraham, Lawler &
Buba as a professional in the ordinary course of the Debtor's
business effective as of the Petition Date.

Wilbraham, Lawler & Buba will be assisting the Debtor and its
bankruptcy counsel in assembling all relevant information related
to the asbestos litigation that the firm has access to as a result
of its prepetition role as asbestos litigation counsel acting as a
liaison between the Debtor and its insurance carriers.

The Debtor proposes that it be permitted to pay Wilbraham Lawler
without court approval, 100% of its fees and expenses upon
submission to, and approval of, the Debtor of an appropriate
monthly invoice setting forth in reasonable detail the nature of
the services provided, with time recorded in one-tenth of an hour
increments, and describing the expenses incurred, provided that
the fees do not exceed the monthly fee cap.  The Debtor believes
that Wilbraham Lawler's monthly fees will be significantly higher
for the months of April, May and June, 2011 and will decrease
after the Debtor files its schedules and statements with the
Court.  The ordinary course professional will be capped at fees of
$12,000 per month for April, May and June 2011 and $5,000 per
month for subsequent months.


U.S. CORP: Government Entities Can't Be "Involuntary Debtor"
------------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell dismissed the involuntary
Chapter 11 bankruptcy petition filed against an entity called
"U.S. Corp." and "its federal state of Arizona, employees, agents,
instrumentalities."  The Court held that governmental units may
not be involuntary debtors under Sec. 303 of the Bankruptcy Code.

The Court noted that the Petitioning Creditors have not
satisfactorily explained the identity of "U.S. Corp." or its
relationship to the other identified entities, but it is clear
from the many pleadings on the docket that the Petitioning
Creditors are asserting that the United States government is an
involuntary debtor.  The Involuntary Petition lists U.S. Corp's
address as a building occupied by governmental offices in downtown
Tucson, Arizona.  U.S. Corp's principal place of business is
listed as being in Washington D.C.  Eric Holder, the United States
Attorney General, is listed as a point of contact.  The
Petitioning Creditors, including Mary Home, did not offer any
evidence at a Show Cause Hearing that U.S. Corp. is not a
governmental entity.

Even if the Involuntary Petition was filed against a proper
debtor, it should be dismissed as having been filed in bad faith,
Judge Hollowell said, pointing to In re Wavelength, Inc., 61 B.R.
614, 619-20 (9th Cir. BAP 1986), for a definition of "bad faith".
According to Judge Hollowell, the record demonstrates that the
Petitioning Creditors filed the case as a pretext to stop various
collection actions including foreclosures, forcible entry and
detainer actions, and tax garnishments.  A review of the docket
and claims register demonstrates that the Involuntary Petition was
filed in an effort to manipulate the bankruptcy process and to
harass and delay Petitioning Creditors' creditors.

A copy of Judge Hollowell's May 18, 2011 Memorandum Decision is
available at http://is.gd/tsSHKRfrom Leagle.com.

Marshall E. Home, on his own behalf as well as on behalf of some
66 other petitioning creditors, including M & E Home, Jerald J.
Gustafson and James P. Moreno, filed an involuntary Chapter 11
petition (Bankr. D. Ariz. Case No. 11-06731) on March 16, 2011,
against Tucson, Arizona-based "U.S. Corp." and "its federal state
of Arizona, employees, agents, instrumentalities."


US FOODSERVICE: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 95.07 cents-
on-the-dollar during the week ended Friday, May 20, 2011, a drop
of 0.99 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank loan matures on July 3, 2014, and
carries Moody's B3 rating.  The loan is one of the biggest gainers
and losers among 206 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


VILLAGE OF HANOVER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Village of Hanover Community Sewage Facility, LLC
        c/o James V. O'Brien
        JVO Corporation
        720 Washington Street
        Hanover, MA 02339

Bankruptcy Case No.: 11-14742

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: John M. McAuliffe, Esq.
                  MCAULIFFE & ASSOCIATES, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  E-mail: mcauliffeassociates@hotmail.com

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

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

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

The petition was signed by James V. O'Brien, president of JVO
Corp, manager of Witsop Dev. Group, LLC, manager of HCQ.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hanover Country Club, LLC             --                  05/18/11
The Village Park, LLC                 10-17774            07/19/11
Witsop-1, LLC                         10-10711            01/27/10


WASHINGTON MUTUAL: Plan Talks Continue; Confirmation Hearing Moved
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review
reports that Washington Mutual Inc. set a new confirmation hearing
date of June 29, "in light of ongoing discussions with respect to
the modified plan."

DBR says a spokesman for WaMu was not immediately available Friday
to shed light on the ongoing Chapter 11 plan talks.

According to DBR, Thursday's notice said WaMu also extended the
deadline for the official shareholder committees to spell out its
objections to the plan to June 10.

DBR recounts that shareholders early this year lost a bid to
derail the Chapter 11 plan on the grounds it put too cheap a price
on the value of potential legal claims stemming from the loss of
WaMu.  They have since seized on suspicions major debt investors
engaged in insider trading during the case to preserve hope of
blocking a plan that gives shareholders nothing.

WaMu's plan was rejected earlier this year and has since been
revised.  DBR notes the plan still has foes other than
shareholders, including holders of trust preferred securities, and
plaintiffs in securities litigation.  Those opponents have already
weighed in formally against the revised Chapter 11 plan, which was
slated for hearing June 6.  Only shareholders have yet to be heard
from.

According to DBR, lawyers for the official committee have been
probing three hedge funds that own big stakes in WaMu's debt,
looking for evidence they bought and sold based on information
gained at the Chapter 11 plan bargaining table.  Judge Mary
Walrath noted the suspicions when rejecting the original
Washington Mutual Chapter 11 plan.  Though based on hearsay
evidence, the judge said, the contentions the big bankruptcy case
was tainted were of concern.

Appaloosa Management L.P., Aurelius Capital Management LP and Owl
Creek Asset Management all deny wrongdoing.  All have been
subjected to shareholder questioning in recent weeks, court
documents say.  If they prove out, DBR continues, the claims of
insider trading could sway hundreds of millions of dollars in
WaMu's case, which promises creditors payment in full at the
contract rate of interest and ranks some of the hedge fund
holdings as debt, rather than equity.  Judge Walrath indicated
proof of insider trading could sway her rulings on those key
points.

As reported by the Troubled Company Reporter on May 20, 2011, Eric
Hornbeck at Bankruptcy Law360 said a slew of equity and debt
holders, class action plaintiffs and a former executive objected
to WaMu's reorganization plan in a Delaware court Friday, saying
it could stymie their own lawsuits or decrease their payouts.
About 20 objections were filed Thursday, Friday and Monday to the
proposed Chapter 11 reorganization plan for WMI by two groups of
securities class action plaintiffs, institutional investors who
hold $600 million in WMI debt, former WMI Chief Operating Officer
Stephen J. Rotella and others, according to Law360.

                   About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodara, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unsecured Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired the WaMu bank unit's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.


WEST JACKSON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: West Jackson Student Housing, LLC
        P.O. Box 23121
        Jackson, MS 39225

Bankruptcy Case No.: 11-01785

Chapter 11 Petition Date: May 18, 2011

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  P.O. Box 1177
                  Jackson, MS 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002
                  E-mail: enslaw@bellsouth.net

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

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

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

The petition was signed by Hosea J. Hines, managing member.


W.R. GRACE: Decides to Move Foreign Holdco Away from Netherlands
----------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to amend her March 25, 2011 order authorizing the
creation of a non-debtor foreign subsidiary holding company
structure to permit the Debtors to establish the Netherlands
HoldCo in a jurisdiction other than the Netherlands that the
Debtors may choose in their business judgment, and which has
substantially similar tax and other benefits that would arise from
establishing the Netherlands HoldCo as a Netherlands entity.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, & Jones LLP,
in Wilmington, Delaware, relates that the Debtors originally
intended to domicile the Netherlands HoldCo in the Netherlands.
However, she notes, recent developments have prompted the Debtors
to consider establishing the domicile of the holding company in a
jurisdiction other than the Netherlands.

The Debtors will choose a jurisdiction that provides favorable
business attributes similar to those found in the Netherlands, but
which will at the same time allow the Debtors' foreign
subsidiaries additional flexibility in future business
transactions, Ms. Jones tells the Court.  She asserts that the
Foreign HoldCo Order will remain unchanged in all other aspects.

The Debtors submit that this request does not present any novel
issues of law requiring briefing.  Therefore, pursuant to Rule
7.1.2 of the Local Rules of Civil Practice and Procedure of the
United States District Court for the District of Delaware, the
Debtors ask the Court to set aside the briefing schedule set forth
in Rule 7.1.2(a) of the Local District Rules.

The Court will convene a hearing on July 6, 2011, to consider the
request.  Objections are due on June 3, 2011.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins Approval for Dekalb County Consent Order
---------------------------------------------------------
W.R. Grace & Co. and its units sought and obtained the Bankruptcy
Court's authority to enter into an Administrative Settlement
Agreement and Order on Consent for Removal Action with the United
States of America resolving the Government's claims with respect
to the Zonolite Road Site in Atlanta, DeKalb County, Georgia, and
providing for environmental remediation of the Site.

The Site is an Additional Site within the meaning of the
Settlement Agreement Resolving the United States' Proof of
Claim Regarding Certain Environmental Matters -- or the "Multi-
Site Agreement -- entered by the Court on June 2, 2008.

On March 1, 2011, the United States Environmental Protection
Agency notified the Debtors, under the Additional Sites provision
of the EPA Multi-Site Agreement, that they were making a claim
against the Debtors with respect to environmental remediation
response costs at the Site and other claims, liabilities or
obligations of the Debtors to the Settling Federal Agencies under
Sections 106 and 107 of the Comprehensive Environmental Response,
Compensation, and Liability Act and other laws arising from acts,
omissions or conduct of the Debtors, including liabilities arising
from (a) prepetition generation, transportation, disposal or
release of hazardous wastes or materials, or (b) prepetition
ownership or operation of hazardous waste facilities.

Since receiving the March 1, 2011 notice, the Debtors and the EPA
have cooperated in preparing the Consent Order, says Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, & Jones LLP, in
Wilmington, Delaware.  The parties now desire, without any
admission of fact, law or liability, to proceed with a remedy for
the environmental remediation of the Site and resolve the EPA's
claims and demands relating to the Site, she explains.

                         Consent Order

The Consent Order specifically resolves (a) the EPA's claims for
the Site as an Additional Site under the Multi-Site Agreement, and
(b) the demands for performance of or payment of costs associated
with, the proposed Work as set forth in the Consent Order.

In particular, the Consent Order requires the Debtors to perform
and manage remediation at the Site based on parameters defined in
the Consent Order and the EPA's Action Memorandum attached to the
Consent Order.  The Consent Order and Action Memorandum call for,
among other things, excavation and removal of asbestos-containing
soils to native soil in the vicinity of the "plateau area" with
disposal offsite at an approved facility.

EPA's cost estimate for its performance of the remedial actions at
the Site is approximately $2.1 million.  The Debtors' cost
estimate for the same work is in the range of $1.0 to $1.5
million.  Remediation and Site restoration will take approximately
8 to 10 weeks to complete.

With respect to the EPA's Past Response Costs, the Debtors agree
under the Consent Order to pay $184,627 to the EPA for costs-
incurred through March 16, 2011.  Consistent with the Multi-Site
Agreement, the Debtors' obligation to pay the Past Response Costs
is in the form of an allowed general unsecured claim against the
Debtors' Chapter 11 estates.  The Allowed Past Response Cost Claim
will be paid within 30 days after the effective date of the Plan
of Reorganization for the Debtors in the same manner as all other
allowed general unsecured claims.

Notwithstanding what the Plan of Reorganization may provide,
however, interest on the Allowed Past Response Cost Claim will not
accrue until 30 days after the Effective Date of the Consent
Order, at which point, interest will accrue on the Allowed Past
Response Cost Claim at the rate established by Section 9507 of the
Internal Revenue Code.

Under the Consent Order, the Debtors also agree that they will pay
EPA's Future Response Costs, which will be payable within 30 days
of the Debtors' receipt of each bill requiring payment or within
30 days of the Plan's Effective Date, whichever is later.

In return for the obligations to be assumed by the Debtors under
the Consent Order, the Government will provide the Debtors with a
covenant not to sue for matters addressed under the Consent Order,
which matters include implementation of the Action Memorandum.

                         *     *     *

Bankruptcy Judge Judith Fitzgerald ruled that the United States
Environmental Protection Agency will have an allowed unsecured
claim for Past Response Costs for $184,627.  The Allowed Past
Response Cost Claim will be paid within 30 days after the
effective date of the Debtors' Joint Plan of Reorganization in the
same manner as all other allowed general unsecured claims.
Notwithstanding what the Plan may provide, however, interest will
not accrue on the Allowed Past Response Cost Claim until 30 days
after the Effective Date of the Consent Order, at which point,
interest will accrue on the Claim at the rate established by
Section 9507 of the Internal Revenue Code.

Prior to the entry of the order approving the consent order, the
Debtors certified that no party filed an objection to the approval
of the consent order.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Canadian ZAI Counsel Has OK to Hire Collectiva
----------------------------------------------------------
Lauzon Belanger Lesperance and Scarfone Hawkins LLP, as
representative counsel to the Canadian Zonolite Attic Insulation
Claimants, obtained approval from the the Bankruptcy Court to tap
Collectiva Class Action Services Inc., as the claims administrator
for the Canadian ZAI property damage claims fund.

The Canadian ZAI property damage claims fund will be established
pursuant to the terms of the Canadian ZAI Minutes of Settlement.
According to the defined terms of the Amended Minutes of
Settlement, the "Claims Administrator" is defined as "a person
appointed by CCAA Representative Counsel and approved by the U.S.
Court to administer the Fund in accordance with this Settlement
and any subsequent Fund administration agreement or other related
document."

The Amended Minutes of Settlement further provides that the CDN
ZAI PD Claims Fund will be authorized to pay a Claims
Administrator up to CDN $850,000 for fees and disbursements
incurred in administering the CDN ZAI PD Claims Procedure and the
Fund.

Daniel K. Hogan, Esq., at The Hogan Firm, Wilmington, Delaware --
dkhogan@dkhogan.com -- relates that at the time of confirmation of
the Debtors' Joint Plan of Reorganization, the proposed Canadian
ZAI Property Damage Claims Administrator had not yet been
selected.  He notes that on the Joint Plan's Effective Date, the
CDN ZAI PD Claims Fund Trust will be created pursuant to the Joint
Plan and in accordance with the Joint Plan documents.

To prepare for the creation and funding of the CDN ZAI PD Claims
Fund, the Representative Counsel considered various Canadian
claims administration entities, and subsequently selected
Collectiva, which has previously been utilized by Representative
Counsel in this case in connection with the notice and claims
process.

Collectiva is capable of providing claims administration services
in English and in French, Canada's two official languages, which
is a vital consideration in selection of a claims administrator in
a national case, Mr. Hogan contends.  He adds that Collectiva's
current promotional materials demonstrate the range of experience
its team offers to ensure a smooth and cost effective
administration process.

For complete transparency, Representative Counsel discloses that
certain shareholders of Collectiva are also members of the law
firm Lauzon Belanger.  No agreement or understanding exists
between Collectiva and Lauzon Belanger, or any other person or
entity, for the sharing of any compensation to be received for
professional services rendered or to be provided in connection
with these cases, Mr. Hogan says.

The Representative Counsel also seeks authority to pay Collectiva
customary fees at rates that are comparable to those charged by
claims administrators of similar expertise in their relevant
market, as indicated in the Amended Minutes of Settlement, which
states that the CDN ZAI PD Claims Fund will be authorized to pay a
claims administrator up to C$850,000.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Regulators Shut 3 Banks, Raise Year's Total to 43
---------------------------------------------------
Regulators shut two banks in Georgia and a bank in Washington
state on May 20, lifting to 43 the number of U.S. bank failures
this year.

The pace of closures has slowed as the economy improves and banks
work their way through the bad debt, The Associated Press notes.
By this time last year, regulators had closed 73 banks.

The Federal Deposit Insurance Corp. seized Atlantic Southern Bank,
based in Macon, Ga., with $741.9 million in assets; First Georgia
Banking Co., based in Franklin, Ga., with $731 million in assets;
and Summit Bank in Burlington, Wash., with $142.7 million in
assets.

CertusBank, based in Easley, S.C., agreed to assume the assets and
deposits of Atlantic Southern Bank and First Georgia Banking.
Columbia State Bank, based in Tacoma, Wash., is assuming the
assets and deposits of Summit Bank.

The failures of Atlantic Southern Bank, First Georgia Banking
and Summit Bank are expected to cost the deposit insurance fund
$273.5 million, $156.5 million and $15.7 million, respectively.

The AP notes that Georgia has been one of the hardest-hit states
for bank failures.  Sixteen banks were shuttered in the state last
year.  The two shutdowns Friday brought to 12 the number of bank
failures in Georgia this year.

                  2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                  Loss-Share
                                  Transaction Party   FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                     Closed Bank  Deposits & Bought   Fund
   Closed Bank       (millions)   Certain Assets      (millions)
   -----------       ----------   --------------      ------------
Summit Bank              $142.7  Columbia State Bank        $15.7
First Georgia Banking    $731.0  CertusBank                $156.5
Atlantic Southern        $741.9  CertusBank                $273.5

Coastal Bank             $129.4  Premier American Bank      $13.4
Community Central        $476.3  Talmer Bank & Trust       $183.2
The Park Avenue Bank     $953.3  Bank of the Ozarks        $306.1
Cortez Community Bank     $70.9  Florida Community Bank     $18.6
First National Bank      $352.0  Florida Community Bank     $42.9
First Choice Community   $308.5  Bank of the Ozarks         $92.4
Heritage Banking         $224.0  Trustmark National         $49.1
Rosemount National        $37.6  Central Bank                $3.6
Nexity Bank              $793.7  AloStar Bank of Commerce  $175.4
New Horizons Bank        $110.7  Citizens South Bank        $30.9
Bartow County Bank       $330.2  Hamilton State Bank        $69.5
Superior Bank          $3,000.0  Superior Bank, N.A.       $259.6
Nevada Commerce Bank     $144.9  City National Bank         $31.9
Western Springs          $186.8  Heartland Bank             $31.0
Bank of Commerce         $163.1  Advantage National         $41.9
Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* S&P Global Corporate Default Tally Remains at 15
--------------------------------------------------
The 2011 global corporate default tally remains at 15 after no
issuers defaulted last week, said an article published by Standard
& Poor's Global Fixed Income Research, titled "Global Corporate
Default Update (May 13 - 19, 2011) (Premium)."

Ten of this year's defaults were based in the U.S., two were based
in New Zealand, and one each was based in Canada, the Czech
Republic, and Russia.  By comparison, 37 global corporate issuers
had defaulted by this time in 2010.  Of these defaulters, 25 were
U.S.-based issuers, two were European issuers, three were from the
emerging markets, and seven were from the other developed region
(Australia, Canada, Japan, and New Zealand).

Six of this year's defaults were due to distressed exchanges and
five were due to missed interest or principal payments -- both
among the top reasons for default in 2010.  Of the remaining four,
two issuers defaulted after they filed for bankruptcy, another had
its banking license revoked by its country's central bank, and the
fourth was forced into liquidation as a result of regulatory
action.

Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 resulted from Chapter 11 and foreign
bankruptcy filings, 23 from distressed exchanges, three from
receiverships, one from regulatory directives, and one from
administration.

Following a year of record-setting highs in terms of global
corporate default statistics, 2010 provided the markets with a
noticeable reversal.  In 2010, 81 global corporate issuers
defaulted, down from the record high of 265 in 2009.  None of the
81 defaulters began the year rated investment grade.  The debt
amount affected by these defaults fell to $95.7 billion, also
considerably lower than in 2009.


* BOND PRICING -- For Week From May 16 - 20, 2011
-------------------------------------------------

  Company           Coupon   Maturity   Bid Price
  -------           ------   --------   ---------
AMBAC INC             9.50  2/15/2021     13.53
AMBAC INC             7.50   5/1/2023     11.50
AMBAC INC             5.95  12/5/2035     10.50
AHERN RENTALS         9.25  8/15/2013     44.00
BANK NEW ENGLAND      8.75   4/1/1999     13.50
BANK NEW ENGLAND      9.88  9/15/1999     13.75
BANKUNITED FINL       6.37  5/17/2012      5.50
BANKUNITED FINL       3.13   3/1/2034      6.75
CAPMARK FINL GRP      5.88  5/10/2012     58.75
CENTENE COR-CALL      7.25   4/1/2014    103.75
CS FINANCING CO      10.00  3/15/2012      3.00
DUNE ENERGY INC      10.50   6/1/2012     72.55
EDDIE BAUER HLDG      5.25   4/1/2014      4.00
ENERGY CONVERS        3.00  6/15/2013     52.05
FRANKLIN BANK         4.00   5/1/2027      5.49
FAIRPOINT COMMUN     13.13   4/2/2018      1.25
GREAT ATLANTIC        9.13 12/15/2011     26.00
GREAT ATLA & PAC      6.75 12/15/2012     34.50
HCA-CALL06/11         9.13 11/15/2014    104.70
HARRY & DAVID OP      9.00   3/1/2013     17.50
IPMT-CALL06/11        9.75  5/15/2014    102.70
KEYSTONE AUTO OP      9.75  11/1/2013     40.00
LEHMAN BROS HLDG     12.12  9/11/2009#N/A N/A
LEHMAN BROS HLDG     22.65  9/11/2009#N/A N/A
LEHMAN BROS HLDG      6.00   4/1/2011     15.00
LEHMAN BROS HLDG      6.63  1/18/2012     25.05
LEHMAN BROS HLDG      5.25   2/6/2012     25.00
LEHMAN BROS HLDG      6.00  7/19/2012     24.38
LEHMAN BROS HLDG      3.00 11/17/2012     24.25
LEHMAN BROS HLDG      5.00  1/22/2013     24.63
LEHMAN BROS HLDG      5.63  1/24/2013     25.81
LEHMAN BROS HLDG      5.10  1/28/2013     24.63
LEHMAN BROS HLDG      5.00  2/11/2013     24.88
LEHMAN BROS HLDG      4.80  2/27/2013     24.63
LEHMAN BROS HLDG      4.70   3/6/2013     24.63
LEHMAN BROS HLDG      5.00  3/27/2013     25.00
LEHMAN BROS HLDG      5.75  5/17/2013     24.90
LEHMAN BROS HLDG      2.00   8/1/2013     24.38
LEHMAN BROS HLDG      4.80  3/13/2014     25.50
LEHMAN BROS HLDG      6.20  9/26/2014     25.20
LEHMAN BROS HLDG      5.15   2/4/2015     24.88
LEHMAN BROS HLDG      5.25  2/11/2015     24.75
LEHMAN BROS HLDG      8.80   3/1/2015     24.63
LEHMAN BROS HLDG      6.00  6/26/2015#N/A N/A
LEHMAN BROS HLDG      8.50   8/1/2015     24.38
LEHMAN BROS HLDG      5.00   8/5/2015     24.75
LEHMAN BROS HLDG      6.00 12/18/2015     24.75
LEHMAN BROS HLDG      8.92  2/16/2017#N/A N/A
LEHMAN BROS HLDG      8.05  1/15/2019     24.88
LEHMAN BROS HLDG     11.00  6/22/2022     24.50
LEHMAN BROS HLDG     11.00  7/18/2022     24.50
LEHMAN BROS HLDG     11.00  8/29/2022     24.38
LEHMAN BROS HLDG      9.50 12/28/2022     24.63
LEHMAN BROS HLDG      9.50  2/27/2023     21.00
LEHMAN BROS HLDG      9.00   3/7/2023     24.25
LEHMAN BROS HLDG     10.00  3/13/2023     23.85
LEHMAN BROS HLDG     18.00  7/14/2023     24.63
LEHMAN BROS HLDG     10.38  5/24/2024     24.63
LEHMAN BROS INC       7.50   8/1/2026     15.00
MAJESTIC STAR         9.75  1/15/2011     20.13
NEBRASKA BOOK CO      8.63  3/15/2012     79.00
NEWPAGE CORP         10.00   5/1/2012     48.00
NEWPAGE CORP         12.00   5/1/2013     15.08
RESTAURANT CO        10.00  10/1/2013     13.25
PNY-CALL06/11         6.25   6/1/2036     99.91
RADIAN GROUP          7.75   6/1/2011     99.38
RADIAN GROUP          7.75   6/1/2011     99.50
RIVER ROCK ENT        9.75  11/1/2011     91.40
RASER TECH INC        8.00   4/1/2013     29.76
SBARRO INC           10.38   2/1/2015     23.45
THORNBURG MTG         8.00  5/15/2013      9.75
TRANS-LUX CORP        8.25   3/1/2012     14.00
TRANS-LUX CORP        9.50  12/1/2012     15.25
TIMES MIRROR CO       7.25   3/1/2013     50.40
MOHEGAN TRIBAL        8.38   7/1/2011     91.00
TRICO MARINE          3.00  1/15/2027      1.00
TEXAS COMP/TCEH       7.00  3/15/2013     29.00
VIRGIN RIVER CAS      9.00  1/15/2012     48.50
WCI COMMUNITIES       7.88  10/1/2013      0.40
WILLIAM LYONS         7.63 12/15/2012     74.00
WILLIAM LYON INC     10.75   4/1/2013     58.00
WOLVERINE TUBE       15.00  3/31/2012     30.00
WASH MUT BANK FA      5.65  8/15/2014      0.27
WAL-MART PT TRST      8.88  6/29/2011     97.00



                           *********

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.  Jhonas Dampog, 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 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***