TCR_Public/110609.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 9, 2011, Vol. 15, No. 158

                            Headlines

27 MILE & GRATIOT PROPERTY: Voluntary Chapter 11 Case Summary
27 MILE & GRATIOT, INC.: Voluntary Chapter 11 Case Summary
AES THAMES: Has Access to CLPC Cash Collateral Until July
AES THAMES: Wants Until Sept. 29 to Propose Chapter 11 Plan
AES THAMES: Court OKs Charles River as Regulatory Consultant

ALABAMA AIRCRAFT: Cancels this Week's Auction
ALEXANDER PROPERTIES: Plan Outline Memorandum Due June 22
ALT HOTEL: Wins Approval for Neal Wolf as Attorneys
AMBAC FIN'L: Rehabilitator Files Status Report on AAC Plan
AMBAC FIN'L: AAC Barred from Making Interest Payments on Notes

AMERICAN AXLE: S&P Raises CCR to 'BB-' on Stronger Sales
AMERICAN DIAGNOSTIC: Has Until Aug. 1 to File Chapter 11 Plan
AMERICAS ENERGY: Garcis Resigns as Director; Liu Named Replacement
AMR CORP: American Airlines May Traffic Increased by 1.3%
AMTRUST FINANCIAL: Defeats FDIC on $550 Million Capital Claim

ATLANTA GREENSPACE: Case Summary & 2 Largest Unsecured Creditors
AUDATEX HOLDING: Moody's Assigns 'Ba2' Rating to $350MM Sr. Notes
B & H FLOWERS: Files for Bankruptcy in Santa Barbara
BANKATLANTIC BANCORP: Completes Sale of 19 Tampa Branches to PNC
BANKRATE INC: S&P Places 'B' Corp. Credit Rating on Watch Positive

BEAR CREEK: Case Summary & 18 Largest Unsecured Creditors
BERNARD L. MADOFF: Trustee Almost Quadruples Kingate Suit Claims
BLOCKBUSTER INC: NCR to Add 800 Kiosks in Food Lion Stores
BOOMERANG SYSTEMS: Plans to Offer $25 Million of Common Shares
BOWE BELL: Committee Resolves Concerns on Debtors' Sale Process

BRIARWOOD CAPITAL: Trustee Taps Jon Williams for Lennar Suit
BRIDGE POINTE: Case Summary & 17 Largest Unsecured Creditors
C&D TECHNOLOGIES: Seven Directors Elected at Annual Meeting
CAROLINE HAMILTON: Waives 11 U.S.C. Sec. 727(a)(10) Discharge
CARPENTER CONTRACTORS: Wells Fargo Objects to Cash Use

CATALYST PAPER: Third Avenue Discloses 32.3% Equity Stake
CATHOLIC CHURCH: Milwaukee Panel Wants Berkeley as Fin'l Advisor
CENTER COURT: U.S. Trustee Withdraws Motion to Dismiss Case
CLAIRE'S STORES: Files Form 10-Q; Posts $19.59MM Net Loss in Q1
CLASSICSTAR LLC: Baker & Hostetler Payments Not Avoidable

CLEAN BURN: Committee Objects to Use of Cash Collateral
COMCAM INTERNATIONAL: Executes Replacement P-Note with Bartek
COMPTON PETROLEUM: Converts $240-Mil. of Notes to Equity
CONTESSA PREMIUM: Settles Cash Collateral Issues with Wells Fargo
CONTESSA PREMIUM: Stay Lifted to Allow Jenny Craig to End Deal

DAY STAR: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: To Consolidate Operations in Atlanta, Cut Flights
DELTA AIR: Paid $8 Million to CEO Anderson Last Year
DELTA AIR: Now World's Largest Carrier by Traffic
DELTA AIR: Reports May 2011 Traffic Results

DIAZ ROAD: Case Summary & 7 Largest Unsecured Creditors
DREAMWEAVER HOSPITALITY: Case Summary & 3 Largest Unsec Creditors
EL POLLO: Moody's Places 'Caa2' CFR on Review for Upgrade
ENVIRONMENTAL INFRASTRUCTURE: Buys 100% of Tower Turbines Stock
ETC WORKSHOP: Voluntary Chapter 11 Case Summary

EVERGREEN INT'L: S&P Rates First-Lien Credit Facility at 'B+'
EXTERRAN HOLDINGS: S&P Affirms 'BB' CCR; Outlook Revised to Neg.
FBFSA LLC: Case Summary & Largest Unsecured Creditor
FIDDLER'S CREEK: Employs Integra Realty as Appraiser
FISHER ISLAND: Examiner Wants to Hire Greenberg Traurig as Counsel

FLORIDA WASH: Case Summary & 6 Largest Unsecured Creditors
FOREVER CONSTRUCTION: Has Until June 17 to File Chapter 11 Plan
FRE REAL ESTATE: Court Grants NexBank Relief From Stay
FREESCALE SEMICONDUCTOR: Moody's Rates New Unsec. Notes at Caa2
FREESCALE SEMICONDUCTOR: S&P Rates Proposed $750MM Notes at CCC+

GARDENS OF GRAPEVINE: Palmeiro Real Estate Project in Chapter 11
GARY PHILLIPS: Hearing on Exclusivity Extensions Set for June 21
GEORGE BAVELIS: Suit v. Ted Doukas et al. Stays in Bankr. Court
GENERAL GROWTH: S&P Affirms 'BB+' Corporate; Outlook Now Positive
GENERAL MOTORS: Creditors Sue Treasury Over Rights to $1.5BB Suit

GEORGIA-PACIFIC: Fitch Lifts Rating on Unsec. Bonds/Notes to BB+
GGC SOFTWARE: S&P Assigns Preliminary 'B' Corp. Credit Rating
GNP RLY: Antoinette M. Davis Withdraws as Debtor Counsel
GRAND CENTRAL BUILDING: Suit v. Guarantors Stays in Bankr. Court
GSC GROUP: Ch.11 Trustee Strikes Deal to Sell Assets to Lenders

HEARUSA INC: U.S. Trustee Appoints 5-Member Creditors' Panel
HEARUSA INC: Committee Proposes Ehrenstein Charbonneau as Counsel
HOSPITAL DAMAS: Wants Enrique Peral Appointed to Probe Project
HOSPITAL DAMAS: Seeks to Hire Silva CPA Group as Fin'l Advisor
HOVNANIAN ENTERPRISES: Royce & Assoc. Owns 10.03% Conv. Shares

INDIANA EQUITY: Asks for OK to Employ Crane Heyman as Attorneys
INDIANA EQUITY: Applies for Gregg Szilagyi as Fin'l Advisor
INNKEEPERS USA: Postpones Claims Dispute With Midland
JACKSON HEWITT: Court to Hear Skadden Employment Bid on June 22
JCK HOTELS: Case Summary & 20 Largest Unsecured Creditors

JEFFREY PROSSER: Dist. Ct. Rejects Appeal Over Discharge Dispute
JONES GROUP: Moody's Affirms 'Ba2' Corporate Family Rating
K-V PHARMACEUTICAL: AmediusTec Owns 5.4% of Class A Common Shares
LA JOLLA: Has 21.85 Million Outstanding Common Shares
LA JOLLA: Sells All Outstanding Capital Stock of Unit to GliaMed

LA VILLITA: Has Until June 19 to Propose Reorganization Plan
LARRY SCHAIDT: Voluntary Chapter 11 Case Summary
LEE ENTERPRISES: Ariel Investments Equity Stake Down to 0%
LEED CORP: Amends Plan to Incorporate Deal with 21st Mortgage
LEHMAN BROTHERS: LBI Trustee Proposes Settlement with ANZ

LEHMAN BROTHERS: Wins Approval of BofA Suit Settlement
LEHMAN BROTHERS: Wins Nod of Avoidance Settlement Process
LEHMAN BROTHERS: Wins OK to Sell Interests in 1271 LLC
LEHMAN BROTHERS: Wins Nod to Assume EFI Aircraft Lease Deals
LEHMAN BROTHERS: Wants to Tap Pachulski for Suit vs. Beverly Hills

LEVEL 3: Thomas Stortz Rejoins as EVP, CAO and Secretary
LOMA REINSURANCE: S&P Rates Series 2011-1 Class A Notes at 'BB-'
MAGYER & CORLEY: Voluntary Chapter 11 Case Summary
MARKET STREET: Taps Morphy Makofsky as Consulting Engineers
MARKET STREET: Has Until June 23 to File Reorganization Plan

MCCLATHCY CO: Ariel Investments Does Not Own Common Shares
MEDDERS ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
MEDICAL EDUCATIONAL: Castellanos Suit Survives Motion to Dismiss
MEM INVESTMENTS: Court Orders Revisions to Plan Documents
MERIT GROUP: Committee Seeks to Retain Cole Schotz as Counsel

MERIT GROUP: Committee Taps McCarthy Law as Co-Counsel
MERIT GROUP: Committee Hires J.H. Cohn LLP as Financial Advisor
MERIT GROUP: Court OKs Alvarez & Marsal as Financial Advisor
METROPARK USA: GA Keen Finds Retailers for Former Property Leases
MICHAEL J'S PIZZARIA: Case Summary & Unsecured Creditors

MWM CARVER: Plan Confirmation Hearing Set for July 6
MXENERGY HOLDINGS: Satisfies Stockholder Vote Condition to Merger
NAVISTAR INTERNATIONAL: Reports $88 Million Net Income in Q2
NEVADA REGIONAL: S&P Lowers Rating on $21.73MM Bonds to 'BB+'
NORTEL NETWORKS: Allocation of Sale Proceeds Under Consideration

NORTEL NETWORKS: Justice Dep't Scrutinizing Patent Bidders
NORTEL NETWORKS: CAW Proposes Global Debts & Assets Consolidation
NORTH AMERICAN AMUSEMENTS: Case Summary & Unsecured Creditors
NORTHWESTERN STONE: Can Continue Using McFarlane Cash Collateral
NORTHWESTERN STONE: Seeks to Make TCF Adequate Protection Payments

NURSERYMEN'S EXCHANGE: Wants to Pay Prepetition Shipping Charges
NURSERYMEN'S EXCHANGE: Taps Calegari & Morris as Accountant
NURSERYMEN'S EXCHANGE: Has Abernathy as Communications Consultant
NURSERYMEN'S EXCHANGE: FocalPoint on Board as Investment Banker
ODYSSEY PROPERTIES: 3 Affiliates' Plan of Liquidation Confirmed

ODYSSEY PROPERTIES: U.S. Trustee Objections to Plan Confirmation
ORDWAY RESEARCH: U.S. Trustee Wants JC Jones Employment Denied
OXIGENE, INC: Complies with NASDAQ Listing Requirements
PATROS INC: Court Won't Reconsider Order Granting FDIC Stay Relief
PEARLAND SUNRISE: Disclosure Statement Hearing Reset to June 20

PENDLETON APARTMENTS: Court Confirms Plan of Liquidation
PENN NATIONAL: S&P Raises CCR to 'BB'; Outlook Stable
PHILADELPHIA ORCHESTRA: Taps Garden City as Claims Agent
PILGRIM'S CORP: Moody's Revises Outlook to Stable from Positive
PIONEER VILLAGE: Court Confirms 2nd Amended Plan of Reorganization

PRIMUS TELECOMMUNICATIONS: S&P Affirms 'B-' CCR; Outlook Stable
PRIUM LAKEWOOD: Court Confirms Amended Plan of Reorganization
RADISSON HOTEL NASHUA: United Capital Buys Mortgage Notes
RCI REDBIRD: Case Summary & 12 Largest Unsecured Creditors
RCI RIO: Case Summary & 4 Largest Unsecured Creditors

RDK TRUCK: Receives Conditional Approval of Disclosure Statement
REVLON, INC: Fire Damages Facility in Venezuela
RIM DEVELOPMENT: Can Use Cash Collateral to Pay Counsel Fees
S WHITE TRANS: Acceptance Fails in Bid to Amend Plan Order
SADGURU SAI: Voluntary Chapter 11 Case Summary

SALPARE BAY: Settles with Secured Creditors, Amends Plan
SAND HILL: Files 2nd Amended Disclosure Statement
SAND HILL: Court Approves 2nd Amended Disclosure Statement
SAUNDERS HOTELS: Case Summary & 12 Largest Unsecured Creditors
SAUNDERS RUDASILL: Case Summary & 7 Largest Unsecured Creditors

SBARRO INC: Terminates Agreement with Ares and MidOcean
SELECT VENEER: Case Summary & 20 Largest Unsecured Creditors
SEQUOIA PARTNERS: Committee Taps Gleaves Swearingen as Counsel
SEQUOIA PARTNERS: Court Approves CPM Real as Loan Broker
SHILO INN: Wants Access to Cathay Bank's Cash Until July 31

SHILO INN: Amends Plan, Meets Objection from Largest Creditor
SIGNATURE STYLES: Case Summary & 20 Largest Unsecured Creditors
SOLERA HOLDINGS: S&P Assigns 'BB-' Rating to $350MM Sr. Notes
SOUTHERN UPLANDS: Case Summary & 4 Largest Unsecured Creditors
SPARKLEBERRY EB: Consummates Reorganization Plan, Case Closed

STANADYNE CORP: S&P Affirms CCR at 'CCC+'; Outlook Stable
SUN PRODUCTS: S&P Cuts CCR to 'B' on Weak Operating Performance
SUNDANCE LLC: Case Summary & 3 Largest Unsecured Creditors
SURE INC.: Voluntary Chapter 11 Case Summary
TALON INTERNATIONAL: Five Directors Reelected at Annual Meeting

THORNBURG MORTGAGE: Countrywide, BofA Reply to Lawsuit Due Today
TOMBALL HOSPITAL: Moody's Lowers Long-Term Bond Rating to 'Ba1'
TOPS HOLDING: Incurs $2.08 Million Net Loss in April 23 Quarter
TRADE UNION: Hearing on Disclosure Statement Postponed to July 12
TRAILS END: Case Summary & 8 Largest Unsecured Creditors

TRICO MARINE: Gets Continued Cash Collateral Access Thru June 10
TRICO MARINE: BoNY Settles Make-Whole Premium Claim for $512,000
TRICO MARINE: Court OKs Ernst & Young to Prepare 2010 Tax Returns
TRIUS THERAPEUTICS: Brian Atwood Discloses 13.8% Equity Stake
UNIGENE LABORATORIES: Six Directors Elected at Annual Meeting

UNITED CONTINENTAL: Designates 10-Q Exhibit as Confidential
UNITED CONTINENTAL: To Retire Flight Nos. 93 and 175
UNITED CONTINENTAL: AFA Obtains Mediation Board OK for Election
UNIVERSAL CITY: Moody's Places Ratings on Review for Upgrade
UNIVERSAL CITY: S&P Ups CCR to 'BB-' on NBCUniversal Acquisition

URBAN BRANDS: Has Until June 20 to Propose Reorganization Plan
URBAN BRANDS: Taps BDO USA to Provide Tax Consulting Services
URBAN WEST: SP4 Rincon Wants Stay Lifted to Wind Up Non-debtor LP
US SILICA: Moody's Assigns 'B1' Rating to Sr. Secured Term Loan
VICTOR VALLEY: Amends Plan to Address U.S. Trustee Objections

VICTOR VALLEY: Court Approves Amended Asset Sale Agreement
VISION FOR SOULS: Case Summary & 9 Largest Unsecured Creditors
VITRO SAB: Committee Taps Blackstone as Financial Advisor
VORNADO REALTY: Fitch Affirms Preferred Stock Rating at 'BB+'
WASHINGTON DISPOSAL: Court Wants Plan Outline Revised

WECK CORP: Disclosure Statement Hearing Set for June 29
WECK CORP: Resolves Sale-related Disputes with American Flagship
WESTERN DAIRY: Chapter 11 Reorganization Case Dismissed
WHITNEY HOLDING: Fitch Withdraws 'BB+' Preferred Stock Rating
WIRECO WORLDGROUP: Moody's Upgrades CFR to B1; Outlook Stable

WIRECO WORLDGROUP: S&P Affirms 'B+' CCR; Outlook Stable
WOLVERINE TUBE: To Seek Approval of Reorganization Plan on June 10
ZOEY ESTATES: Files Schedules of Assets & Liabilities

* Junk-Bond Default Rates Rose in May, Moody's Says
* Invictus Group Sees Over 400 Banks Could Show Capital Shortfall

* Magistrate Judge Differs with 5th Circuit on Estoppel

* Blank Rome to Combine With Abrams Scott
* Goldman's David Hull Joins Renovo Capital
* McDonald Hopkins Law Firm Continues Its Growth in Chicago

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


27 MILE & GRATIOT PROPERTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: 27 Mile & Gratiot Property, LLC
        58955 Gratiot Avenue
        New Haven, MI 48048

Bankruptcy Case No.: 11-55807

Chapter 11 Petition Date: June 5, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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 Kazwan Zora, managing member.


27 MILE & GRATIOT, INC.: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: 27 Mile & Gratiot, Inc.
        58955 Gratiot Avenue
        New Haven, MI 48048

Bankruptcy Case No.: 11-55808

Chapter 11 Petition Date: June 5, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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 Ghazwan Zora, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
27 Mile & Gratiot Property, LLC       11-55807            06/05/11


AES THAMES: Has Access to CLPC Cash Collateral Until July
---------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized, in a fifth interim order, AES
Thames L.L.C., to use the cash collateral of Connecticut Light and
Power Company.

A final hearing on the Debtor's requested access to the cash
collateral will be held on July 26, 2011, at 3:00 p.m.
Objections, if any, are due July 6, at 4:00 p.m.

The Debtor will use the cash collateral to fund its business
operations, postpetition.

As reported in the Troubled Company Reporter on May 23, 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.

                          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.

The Debtor tapped Murtha Cullina LLP as its special counsel;
Charles River Associates as its regulatory consultant, and
Houlihan Lockey Capital, Inc., as financial advisor and investment
banker.

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.  The TCR reported on March 30, 2011, that the Debtor
disclosed $156,747,507 in assets and $5,929,775 in liabilities.

On Feb. 15, 2011, the U.S. Trustee appointed an official Committee
of Unsecured Creditors in the Debtor's case.  The Committee tapped
FTI Consulting Inc. as its restructuring and financial advisor,
and Blank Rome LLP as its counsel.


AES THAMES: Wants Until Sept. 29 to Propose Chapter 11 Plan
-----------------------------------------------------------
AES Thames L.L.C., asks the U.S. Bankruptcy Court for the District
of Delaware to extend its exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until Sept. 29, 2011,
and Nov. 28, respectively.

The Debtor filed its request for an extension before the exclusive
periods was set to expire on June 1.

The Debtor needs more time to address certain matters relating to
the bankruptcy filing, the use of assets that may constitute cash
collateral and various other operational matters.  The Debtor has
also been working with Connecticut Power & Light, Smurfit Stone-
Container Corporation and other parties regarding its key
contracts.

The Court will consider the Debtor's request for exclusivity
extension on July 26, 2011, at 3:00 p.m. (Eastern Time).
Objections, if any, are due July 19, at 4:00 p.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.

The Debtor tapped Murtha Cullina LLP as its special counsel;
Charles River Associates as its regulatory consultant, and
Houlihan Lockey Capital, Inc., as financial advisor and investment
banker.

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.  The TCR reported on March 30, 2011, that the Debtor
disclosed $156,747,507 in assets and $5,929,775 in liabilities.

On Feb. 15, 2011, the U.S. Trustee appointed an official Committee
of Unsecured Creditors in the Debtor's case.  The Committee tapped
FTI Consulting Inc. as its restructuring and financial advisor,
and Blank Rome LLP as its counsel.


AES THAMES: Court OKs Charles River as Regulatory Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court of the Central District of Delaware has
approved AES Thames, L.L.C.'s application to engage Charles River
Associates as regulatory consultant, nunc pro tunc to May 12,
2011.

The Debtor requires CRA's advice and expertise in electricity
markets and regulatory compliance.

The hourly rates of CRA's personnel are:

         Support Staff                          $150-$160
         Analysts                               $225-$280
         Associates                             $230-$405
         Consulting Associates                  $265-$410
         Senior Associates                      $300-$450
         Associate Principals                   $380-$530
         Principals                             $415-$670
         Vice Presidents                        $465-$700

The Debtor and CRA have agreed to cap CRA's monthly fee at
$10,000, unless the Debtor provides written authority to exceed
this amount.

                         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.


ALABAMA AIRCRAFT: Cancels this Week's Auction
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alabama Aircraft Industries Inc. canceled the auction
that had been scheduled for June 6.  The lack of a buyer isn't the
only problem confronting the provider of scheduled maintenance for
U.S. military aircraft.  Boeing Co. will be in bankruptcy court in
Delaware on June 13 asking the judge for permission to terminate
the contract under which AAI performs scheduled maintenance on
tanker aircraft.  AAI is opposing the motion, contending that the
failure to complete repairs on time is the fault of Boeing or the
government.

                     About Alabama Aircraft

Birmingham, Alabama-based 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.  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.


ALEXANDER PROPERTIES: Plan Outline Memorandum Due June 22
---------------------------------------------------------
Alexander Properties, L.L.C. and The Patapsco Bank stipulate and
agree that the time within with they each may file the memorandum
of law regarding the adequacy of the Debtor's disclosure
statement, as requested by the Court at the hearing on May 25,
2011, is extended to and including June 22, 2011, and the time
within which each may file a reply memorandum is extended to and
including July 6, 2011.  A copy of the Stipulation and Order,
signed June 7, 2011, by Bankruptcy Judge Nancy V. Alquist, is
available at http://is.gd/azvKLTfrom Leagle.com.

Based in Annapolis, Maryland, Alexander Properties, L.L.C., and
Soultana Efthimiadis filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case Nos. 10-38095 and 10-38104) on Dec. 14, 2010.  James C.
Olson, Esq. -- jcolson@msn.com -- serves as bankruptcy counsel.
Alexander Properties estimated under $50,000 in assets and $1
million to $10 million in debts.


ALT HOTEL: Wins Approval for Neal Wolf as Attorneys
---------------------------------------------------
The U.S. Bankruptcy Court of the Northern District of Illinois has
approved ALT Hotel LLC's application to employ Neal Wolf
Associates, LLC, as its bankruptcy attorneys.

The firm can be reached at:

          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 postpetition 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 postpetition 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
                                Sole Member      $595
     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.


AMBAC FIN'L: Rehabilitator Files Status Report on AAC Plan
----------------------------------------------------------
Ted Nickel, the Commissioner of Insurance of the State of
Wisconsin, in his capacity as the rehabilitator of the Segregated
Account of Ambac Assurance Corporation, apprised Judge William D.
Johnston of the Circuit Court for Dane County, State of
Wisconsin, on the current status of the AAC Plan of
Rehabilitation, as confirmed on January 24, 2011.

As of June 1, 2011, the Plan has not been declared effective.
The Rehabilitator says he is not convinced that all of the
conditions precedent to effectiveness of the Plan has been
satisfied.  Accordingly, the Rehabilitator has not designated an
effective date for the Plan.

The issuance of surplus notes by AAC and the issuance of surplus
notes by the Segregated Account as contemplated by the Plan,
together with continued deterioration of AAC's financial
strength, could subject AAC to the risk of deconsolidation from
its parent Ambac Financial Group, Inc.'s consolidated tax group
for U.S. federal income tax purposes, which may require AAC to
recognize significant cancellation of indebtedness income (CODI)
and limit AAC's ability to deduct surplus note interest, the
Rehabilitator notes.  The recognition of substantial CODI and
limitation of the surplus note interest deduction, he continues,
may have a material adverse effect on the financial condition of
AAC and the Segregated Account, and reduce recoveries to
Segregated Account policyholders.

The Rehabilitator is continuing to evaluate these tax
considerations and whether amendments to the Plan or the
initiation of rehabilitation proceedings with respect to AAC
would eliminate or mitigate the adverse potential tax
consequences for the benefit of policyholders.  Those amendments
to the Plan could include the elimination of the issuance of
surplus notes by the Segregated Account or the imposition of
transfer restrictions on any surplus notes issued by the
Segregated Account, he points out.

However, there is no specific timeline or deadline for
determining whether to seek amendments to, or modifications of,
the Plan, the Rehabilitator tells the Circuit Court.  When those
decisions are finalized, the Rehabilitator will promptly advise
parties-in-interest on the Web site, www.ambacpolicyholders.com

As to AAC's parent, the Rehabilitator relates that since AFG's
bankruptcy filing in November 2010, AAC and the Rehabilitator
have negotiated with a group of bondholder creditors of AFG
regarding the terms of a consensual plan of reorganization for
AFG.  The parties have exchanged multiple versions of term sheets
for a Chapter 11 plan since November 2010, but have not yet
reached an agreement on several critical components of that plan,
including the treatment of $7.3 billion in net operating losses,
the Rehabilitator discloses.

The parties' failure to consummate a consensual plan would
increase the likelihood that AAC and the Segregated Account would
retain access to the existing NOLs, the Rehabilitator states.

According to the Rehabilitator, aggregate Segregated Account net
par outstanding declined by $5 billion, or 11% from $47 billion
as of June 30, 2010, to $42 billion as of March 31, 2011.  RMBS
and student loan exposures account for 87% of aggregate
Segregated Account net par outstanding and 65% of all Segregated
Account policies.

As of March 31, 2011, total statutory loss reserves associated
with defaulted Account policies were approximately $2.8 billion
as of June 30, 2011.  Statutory loss reserves as of March 2011
are net of approximately $2.2 billion of projected recoveries
associated with alleged representation and warranty breaches
related to certain RMBS transactions, the Rehabilitator says.  If
those R&W Recoveries are excluded, aggregate statutory reserves
associated with Segregated Account policies would be $5 billion
as of March 31, 2011, compared with $3.8 billion as of June 30,
2010, he adds.

Since the March 24, 2010 filing date of the AAC rehabilitation
proceedings, approximately $1.8 billion in claims have been
presented on Segregated Account policies, representing an average
of $136 million per month.   Approximately $1.1 billion in claims
resulting from Segregated Account policies were presented between
June 30, 2010 and March 31, 2011, compared to $1.8 billion in
projected claim development contemplated for the period in the
Segregated Account Base Case Loss Estimates.  Second lien claims
presented during this time frame exceeded the levels contemplated
in the Segregated Account Base Case Loss Estimates by $34
million, or 7%.  In contrast, first lien claims presented were
$677 million, or 54% below the levels contemplated in the
Segregated Account Base Case Loss Estimates, largely due to
delays in liquidation of delinquent collateral in insured first
lien securitizations.

A full-text copy of the Rehabilitator's status report dated
June 1, 2011 is available for free at:

  http://bankrupt.com/misc/Ambac_Jun1AACPlanStatusRep.pdf

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMBAC FIN'L: AAC Barred from Making Interest Payments on Notes
--------------------------------------------------------------
Ambac Assurance Corporation stated that the Commissioner of
Insurance of the State of Wisconsin has disapproved the requests
of AAC and the Rehabilitator of the Segregated Account of AAC,
acting for and on behalf of the Segregated Account, to pay
interest on all outstanding Surplus Notes issued by AAC and the
Segregated Account on the first scheduled interest payment date
of June 7, 2011.

A separate Reuters report notes that Ambac Financial Group, Inc.,
parent company of AAC, disclosed that the unit had been expected
to make the first scheduled payment on the surplus notes after
running short of funds to pay claims.

Under AAC's state court-approved Rehabilitation Plan, many of
AAC's risky mortgage obligations had been moved into a
"segregated account," with policy holders awarded mostly surplus
notes, bearing interest at 5.1% a year, in exchange for their
claims, Reuters relays.

The Rehabilitation Plan provides that holders of permitted policy
claims will receive 25% of their permitted claims in cash and 75%
in surplus notes issued by the Segregated Account.

AAC did not say why the OCI disapproved of the scheduled interest
payment, Reuters notes.  A spokesperson for the OCI, Ted Nickel,
did not immediately return a request for a comment, the report
states.

As previously reported in May, AFG said it is disappointed with
the OCI's term sheet with respect to a proposed plan of
reorganization for the bankrupt financial firm.

Still, AFG is continuing negotiations with various parties
regarding a proposed plan of reorganization, according to a
recent monthly operating report with the U.S. Bankruptcy Court
for the Southern District of New York.

AAC is a guarantor of public finance and structured finance
obligations, and is the principal operating subsidiary of Ambac
Financial.

Ambac Financial, headquartered in New York City, is a holding
company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Financial filed for a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.  Ambac Financial will continue to
operate in the ordinary course of business as "debtor-in-
possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code
and the orders of the Bankruptcy Court.  Ambac Financial's common
stock trades in the over-the-counter market under ticker symbol
ABKFQ.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMERICAN AXLE: S&P Raises CCR to 'BB-' on Stronger Sales
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on American Axle & Manufacturing Holdings Inc. to 'BB-'
from 'B+'. The outlook is stable. "At the same time, we raised our
issue-level ratings on the company's senior secured debt to 'BB'
from 'BB-' and on the unsecured debt to 'B' from 'B-'. All the
recovery ratings on the debt remain unchanged," S&P stated.

"The upgrade reflects our opinion that American Axle's credit
measures will improve further over the next 12 months under the
gradual recovery in North American auto demand, and that the
company's leverage will decline to 3.5x," said Standard & Poor's
credit analyst Lawrence Orlowski.

"Although the company's near-term prospects remain closely linked
to main customer General Motors Co. (GM; BB-/Positive/--), we
believe Axle's performance will support the current rating under a
scenario of GMT 900 production at least around 950,000 units," S&P
noted.

The company's first-quarter results improved significantly over
those of 2009. Revenue was $645.6 million, up 24% over first-
quarter sales a year ago, reflecting higher volumes for light
trucks in North America. Non-GM sales were $178.4 million in the
quarter, up 44% year over year, and represented 27.6% of total
sales. The gross margin in the quarter was 17.9%, compared with
16.7 a year ago. Operating income was $58.7 million, compared with
$42 million one year ago. Free cash flow was a use of $30.5
million, compared with positive free cash flow of $60.2 million
one year ago. Free cash flow last year reflected a $48.8 million
tax refund.

"We believe auto production in North America will increase by over
8% this year, to 12.8 million units, from the 11.8 million units
in 2010. We assume the pace of economic recovery will be gradual
and that consumer confidence, a measure of light-vehicle sales,
will remain fragile. We also believe American Axle will achieve
rising profitability in 2011 because of its improved cost
structure. The company has reduced its cost structure by 50% in
the past two years. The company reports that it could achieve an
operating breakeven point of about 6,000 axles a day,
approximately equivalent to a U.S. seasonally adjusted annual rate
of about 10 million units," S&P related.

The ratings on American Axle & Manufacturing Holdings Inc. reflect
the company's weak business risk profile and aggressive financial
risk profile. "American Axle's revenue is heavily dependent on
sales of General Motors Co.'s SUVs and pickup trucks, and we
assume that demand for these products in North America will remain
below what it was prior to 2008. In 2010, sales to GM and
Chrysler Group LLC made up about 75% and 9% of revenue. GM's long-
term prospects in particular will remain a major factor in
determining American Axle's future credit quality until it
achieves greater diversification in customer revenue--we do not
expect this change materially until around 2013. We believe
reduced consumer preference for light trucks would be a factor in
American Axle's credit quality if gas prices exceed $4 per gallon
in the near term," S&P added.


AMERICAN DIAGNOSTIC: Has Until Aug. 1 to File Chapter 11 Plan
-------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois extended until Aug. 1, 2011,
American Diagnostic Medicine, Inc.'s exclusive period to file its
proposed chapter 11 plan and explanatory disclosure statement.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11,298,157 in
total assets and $11,116,962 in total debts.

Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois appointed three members to the Official Committee of
Unsecured Creditors in the Debtor's case.  The Committee retained
K&L Gates LLP as its counsel.


AMERICAS ENERGY: Garcis Resigns as Director; Liu Named Replacement
------------------------------------------------------------------
Americas Energy Company accepted the resignation of John W. Gargis
on June 1, 2011, effective immediately resigning his position on
the Board of Directors of AECo.

Mr. Gargis's resignation was not related to any matter relating to
the Company's operations, policies or practices.

Mr. Gargis continues in his position as Vice President for
Americas Energy Company-AECo.

The Company has identified a replacement for Mr. Gargis and
appreciates the time he served on the Board.

Effective May 24, 2011, the Board of Directors of Americas Energy
appointed Dr. James Liu to the Board of Directors.  Dr. Lui will
serve until the next annual shareholders meeting.

Dr. James Liu has been working in investment and business
development in mining industry in China and overseas.  He was
adjunct professor teaching finance and accounting at Patten
University.  He received his B.S. in electrical engineering from
Peking University, a Ph.D., in physics from University of North
Carolina at Chapel Hill, an MBA from the University of Chicago.

He is also a Senior Director of Hanhong Mineral Resources, D., a
company that recently entered into a financing agreement with
Americas Energy Company.

   Employment History

   1996-2008:  Citibank
   2009-2010:  Sperry Van Ness | Better Capital Partners
   2010 - Present Hanhong Mineral Resources, LLC

   Education:

   BS Electrical Engineering - Peking University
   PhD. Physics - University of North Carolina at Chapel Hill
   MBA 1997 - The University of Chicago

Dr. James Liu will also begin employment for the Company as VP of
International Business Development on July 1, 2011.  His
employment is for a 5 year term at an annual salary rate of
$120,000.  As an additional incentive Dr. Liu will receive
1,000,000 restricted common shares upon his start date of July 1,
2011.

Effective May 24, 2011, the Board of Directors of Americas Energy
Company appointed Dr. Hong Duan as the Company's CFO and as
Principal Financial Officer.

Dr. Duan has more than 20 years of experiences in investment,
finance, operations, and engineering.  He was with Citibank for 12
years, where he serviced and led areas in finance, strategic
planning, real estate financing, operations, and technology.

Before switching to finance, Dr. Duan worked in chemical
engineering, material sciences, and physics.  He authored and co-
authored many engineering and scientific essays, published by
international journals.  He also a co-inventor for a technology
based patent.  Dr. Duan grew up in China, earned a B.S. from the
University of Science of Technology of China, MBA from The
University of Chicago, and Ph.D. from the Chinese Academy of
Sciences.

He is also a managing member of Hanhong Mineral Resources LLC., a
subsidiary company of a company that recently entered into a
financing agreement with Americas Energy Company.

   Employment History

   2010 - Present       Hanhong Mineral Resources, LLC
   2009-2010:           Sperry Van Ness
   1996-2008:           Citibank

   Education:

   BS 1982  University of Science and Technology of China
   PhD. Physics 1988, Chinese Academy of Sciences
   MBA 1997, The University of Chicago

Dr. Hong Duan began employment for the Company as Chief Financial
Officer (CFO) on June 1, 2011.  His employment is for a 5 year
term at an annual salary rate of $120,000.  As an additional
incentive Dr. Duan received 1,000,000 restricted common shares
upon his start date of July 1, 2011.

                       About Americas Energy

Knoxville, Tenn.-based Americas Energy Company-AECo currently
operates surface mines in southeastern Kentucky.  In March 2010,
the Company acquired Evans Coal Corp. for $7,000,000 in cash, a
$25,000,000 promissory note and a 2% overriding royalty on all
coal sales generated from the properties acquired from Evans.
Evans owns or controls by lease mineral rights and currently
operates by use of contractors, two surface mines in Bell County
and one in Knox County, Kentucky.  In addition, the Company has
rights to oil properties located in Cumberland County, Kentucky
that are intended for future development.

The Company's balance sheet as of Dec. 31, 2010, showed
$26.0 million in total assets, $6.0 million in total liabilities,
and stockholders' equity of $20.0 million.

Weaver & Martin, LLC, in Kansas City, Mo., expressed substantial
doubt about Americas Energy's ability to continue as a going
concern, following the Company's results for the period from July
13, 2009 (inception), through March 31, 2010.  The independent
auditors noted that the Company has suffered recurring losses and
had negative cash flows from operations.


AMR CORP: American Airlines May Traffic Increased by 1.3%
---------------------------------------------------------
American Airlines reported that May traffic increased 1.3 percent
and capacity increased 0.7 percent year over year.  May load
factor was 83.3 percent, an increase of 0.5 versus the same period
last year.  Domestic traffic decreased 0.9 percent year over year
on 2.8 percent less capacity.  International traffic increased by
4.9 percent relative to last year on a capacity increase of 6.1
percent.  American boarded 7.4 million passengers in May.  A full-
text copy of the traffic and capacity report is available for free
at http://is.gd/Rqk23U

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

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

The Company's balance sheet at March 31, 2011, showed
$27.11 billion in total assets, $31.06 billion in total
liabilities and a $3.95 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                        *     *     *

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

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMTRUST FINANCIAL: Defeats FDIC on $550 Million Capital Claim
-------------------------------------------------------------
AmTrust Financial Corp. won a victory this week when a U.S.
district judge ruled that the Federal Deposit Insurance Corp.
failed to prove there was a commitment for the holding company to
provide capital to the bank subsidiary that subsequently failed.
Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
had the FDIC won, its priority claim for a commitment would have
come ahead of all AmTrust unsecured creditors.

According to Mr. Rochelle, U.S. District Judge Donald C. Nugent
wrote a 23-page opinion on June 6 taking sides with an advisory
jury that decided after a four-day trial in April there was no
commitment.  Bankruptcy law gives the FDIC a priority claim only
if there is a "commitment" to supply capital to a bank.

Judge Nugent ruled that AmTrust Financial's Stipulation and
Consent to the formal Cease and Desist Order issued by The Office
of Thrift Supervision does not create a commitment by AFC to
maintain capital at its former bank unit, contrary to arguments by
the Federal Deposit Insurance Corp., the receiver of AmTrust Bank.
Judge Nugent also held that the Capital Management Policy AFC
submitted to the OTS and its three-year strategic business plan
were not, and did not contain, a commitment by AFC to maintain the
capital of the Bank.  Rather, they contained a plan, projection,
or description of a preferred course of action.  Moreover, the CMP
and the three-year strategic business plan were terminated by an
act of the OTS, when the OTS issued the Cease and Desist Order
against AFC.  Although a Cease and Desist Order may carry the
force of law, there is no evidence that the terms of the Cease and
Desist Order, imposed upon AFC, as a matter of law, an obligation
to maintain the capital of the Bank.  Judge Nugent also held that
evidence does not suggest that AFC entered into bankruptcy "to
evade commitments to maintain capital reserve requirements of a
Federally insured depository institution."

The case is Federal Deposit Insurance Corp., v. AmFin Financial
Corporation, Case No. 1:10 CV 1298 (N.D. Ohio).  A copy of Judge
Nugent's June 6, 2011 Memorandum Opinion is available at
http://is.gd/ByOcrFfrom Leagle.com.

Mr. Rochelle recounts that at an earlier stage of the suit called
summary judgment, Judge Nugent said the evidence "strongly favored
a resolution" against the FDIC.  Because he determined the
governing documents were ambiguous, Judge Nugent said there had to
be a trial that was held in April.  At trial, Judge Nugent said
the FDIC "had not submitted any convincing evidence to contradict"
a reading of the document as containing no commitment.  Judge
Nugent said he agreed with the jury's determination there was no
"commitment" to provide $550 million in capital.

Although there was no right to a jury trial, the judge decided to
empanel an advisory jury to assist him by making nonbinding
conclusions about the facts, according to an e-mailed message from
Philip M. Oliss, a lawyer in Cleveland from Squire Sanders &
Dempsey LLC who represented the company, Mr. Rochelle discloses.

According to Mr. Rochelle, the FDIC was relying on two provisions
in an agreement made before the bank subsidiary failed. One
required the parent to "submit a plan" to restore required levels
of capital. The other said that the parent must "ensure"
compliance with the agreement itself.  Neither provision, in the
opinion of the judge and the jury, rose to the level of a
commitment.

There will be a hearing in bankruptcy court on June 10 for
approval of the disclosure statement explaining AmTrust's
Chapter 11 plan.

Mr. Rochelle notes that there is a second dispute with the FDIC
over the entitlement to a $194 million tax refund for 2009 that
the Internal Revenue Service is yet to pay.  The FDIC claims the
right to collect all but $9 million of the refund.  Since the
refund is the largest asset, the outcome of the dispute will
determine if there is much for distribution to unsecured creditors
even given victory on the capital commitment dispute.

                      About AmTrust Financial

AmTrust Financial Corp (PINK: AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, serve as counsel to the Debtors.
Kurtzman Carson Consultants serves as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and liabilities
in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ATLANTA GREENSPACE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Atlanta Greenspace Initiative, LLC
        699 11th Street, Suite 100
        Atlanta, GA 30318

Bankruptcy Case No.: 11-66826

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.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 two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-66826.pdf

The petition was signed by Carl M. Drury III, manager.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Dillard Land Investments, LLC         11-63566            05/02/11


AUDATEX HOLDING: Moody's Assigns 'Ba2' Rating to $350MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $350
million of proposed senior notes of Audatex North America, Inc., a
wholly-owned subsidiary of Audatex Holdings, LLC (Audatex).
Audatex is a wholly-owned subsidiary of Solera Holdings, Inc.
(Solera), a NYSE listed company. Concurrently, Moody's affirmed
the Ba1 Corporate Family Rating and Probability of Default Rating,
raised the rating on the secured credit facility to Baa3 from Ba1
and assigned an SGL-1 speculative grade liquidity rating. The
rating outlook remains stable.

On April 23, 2011, Solera agreed to acquire Explore Information
Services, LLC (Explore) for $520 million in cash. Explore's
revenue and Adjusted EBITDA for the twelve months ended December
31, 2010 were $76.8 million and $33.9 million, respectively. After
adjusting for the estimated value of tax benefits related to the
transaction, the purchase price represents a multiple of 11.8
times Explore's Adjusted EBITDA for the twelve months ended
December 31, 2010. The transaction is subject to certain
conditions to closing and is expected to close during June 2011.
The company expects to fund the transaction with the net proceeds
from a proposed $350 million senior note offering and cash on
hand.

Moody's took these rating actions (LGD assessments revised):

   -- Assigned $350 million senior notes due 2018, Ba2 (LGD 5,
      83%)

   -- Upgraded First Lien Revolving Credit Facility due 2012, to
      Baa3 (LGD 2, 28%) from Ba1 (LGD 3, 47%)

   -- Upgraded First Lien Term Loan due 2014, to Baa3 (LGD 2, 28%)
      from Ba1 (LGD 3, 47%)

   -- Affirmed Corporate Family Rating, Ba1

   -- Affirmed Probability of Default Rating, Ba1

   -- Assigned SGL-1 Speculative grade Liquidity Rating

RATINGS RATIONALE

Although the acquisition of Explore moderately weakens credit
metrics, Audatex remains adequately positioned in the Ba1 rating
category. Pro forma for the acquisition at March 31, 2011, Debt to
EBITDA (reflecting Moody's adjustments) increases to about 3.6
times from 2.8 times. Absent another large acquisition, Moody's
expects Debt to EBITDA to improve to about 3 times by the end of
fiscal 2012. Further, the acquisition of Explore provides Audatex
with a complementary set of subscription-based data and analytic
products focused on the property and casualty insurance industry
and significant opportunities for cross selling given the modest
customer overlap.

The Ba1 Corporate Family Rating continues to reflect steady
revenue and profitability growth, a leading global market
position, significant growth opportunities in Europe and in
developing markets and high barriers to entry. The ratings are
principally constrained by a relatively small revenue base for the
rating category, concentration of revenues in estimation and
workflow software products which are subject to competitive and
technology risks, and dependence on a group of large property and
casualty insurance carriers for a significant portion of revenues.

The upgrade of the secured credit facility to Baa3 from Ba1
reflects the additional debt cushion in the capital structure as a
result of the proposed issuance of $350 million of senior notes.

The SGL-1 Speculative Grade Liquidity Rating reflects a very good
liquidity profile pro forma for the $350 million senior note
issuance. Moody's expects the company to maintain a cash balance
of at least $200 million and generate cash flow from operations of
about $200 million over the next year. A portion of the company's
cash balance is held by non-wholly owned subsidiaries and may not
be readily available to the company. Audatex has complete
availability under a $50 million revolver which matures in April
2012.

The stable outlook anticipates moderate revenue and profitability
growth over the next year (excluding f/x changes). The company's
performance should continue to benefit from the roll out of
additional software and services to existing customers, the
expansion of automated claims penetration and insured claims
growth. Moody's expects Audatex to remain acquisitive over the
next few years. Management has set a goal of reaching $1 billion
in revenues by 2014 through a combination of organic growth and
acquisitions.

Given the company's relatively modest revenue base for the rating
category, dependence on estimation and workflow products for the
majority of revenues and Moody's expectation of further
acquisitions, an upgrade is unlikely in the near to intermediate
term. Over the longer term, a material expansion of the revenue
base, a substantial increase in business line diversity, and a
track record of conservative financial policies could lead to an
upgrade.

The ratings could be pressured by a substantial erosion in
profitability or credit metrics due to a loss of market share, a
more difficult pricing environment or a change to more aggressive
financial policies. If Debt to EBITDA and free cash flow to debt
were expected to be sustained at over 3.5 times and under 10%, a
downgrade is possible.

For further details, refer to Moody's Credit Opinion for Audatex
on Moodys.com.

The principal methodology used in rating Audatex was the Global
Business & Consumer Service Industry Methodology, published
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Audatex, headquartered in Westlake, Texas, is a leading global
provider of software and services to the automobile insurance
claims processing industry. The company reported revenues of $657
million for the twelve month period ended March 31, 2011.


B & H FLOWERS: Files for Bankruptcy in Santa Barbara
----------------------------------------------------
B & H Flowers Inc. sought Chapter 11 protection (Bankr. C.D.
Calif. Case No. 11-12650) last week in Santa Barbara, California.
The Carpinteria, California-based distributor of bulbs said sales
for the year ended in April were $16 million.  Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reports that after
changes in the business to reduce losses, revenue this year will
decline to about $11 million, a court filing says.  Debt is more
than $10 million, according to the petition.


BANKATLANTIC BANCORP: Completes Sale of 19 Tampa Branches to PNC
----------------------------------------------------------------
BankAtlantic Bancorp, Inc., the parent company of BankAtlantic,
announced BankAtlantic has completed its previously announced
agreement to sell its Tampa - St. Petersburg franchise to PNC
Bank, N.A., part of the PNC Financial Services Group Inc.

Under the transaction, BankAtlantic sold its 19 branches and 2
related facilities in the Tampa - St. Petersburg area and the
associated deposits to PNC.  PNC paid BankAtlantic a premium for
the deposits it assumed plus the net book value of the acquired
real estate and fixed assets associated with the branches and
facilities.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "We anticipate recording a net gain of
approximately $38.2 million in connection with the transaction,
and our assets will decline by approximately $336 million.
Further, this transaction is expected to add approximately 145
basis points to each of our regulatory capital ratios.

"This transaction allows BankAtlantic, now at approximately $4
billion in total assets, to focus its efforts on its core, primary
market through its broad network of 79 branches in Southeast
Florida extending from Miami-Dade, Broward, Palm Beach, Martin and
St. Lucie counties," Mr. Levan concluded.

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company's balance sheet at March 31, 2011, showed
$4.47 billion in total assets, $4.48 billion in total liabilities
and a $8.73 million total deficit.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

                          *     *     *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BANKRATE INC: S&P Places 'B' Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Bankrate
Inc., including the 'B' corporate credit rating, on CreditWatch
with positive implications, meaning S&P could raise the ratings
following its review.

"The CreditWatch listing reflects our expectation that if Bankrate
completes its announced IPO," said Standard & Poor's credit
analyst Andy Liu, "it would reduce total debt outstanding and
eliminate preferred stock that we view as being debt-like."
Therefore, leverage and financial risk would decline. The
midpoint of the expected proceeds from the IPO to the company is
$165.7 million, net of fees. All preferred stock will be converted
to common stock as part of the IPO. Bankrate plans to apply $105
million of proceeds to pay down 35% of existing secured debt
through the equity claw-back provision. Pro forma for the IPO, the
company exercising the equity claw-back provision, and the
conversion of preferred stock to common stock, adjusted debt
leverage was 2.2x for the 12 months ended March 31, 2011. Pro
forma adjusted EBITDA coverage of interest was 3.8x.

For the first quarter of 2011, the company's revenue and EBITDA
increased to 187% and 232%, respectively, year over year, primary
from acquisitions. Organic revenue growth was still strong at 33%,
reflecting volume and pricing increases at the company's lead
generation business. For the 12 months ended March 31, 2011, the
company's EBITDA margin was 31.4%, a significant expansion from
9.9% a year ago. Revenue growth combined with high operating
leverage is driving the margin expansion. If the company can
continue to expand its revenue base, further margin gain is
possible.

"For 2011, our base case scenario assumes revenue growth rate of
60% leading to 54% growth in EBITDA. A significant portion of the
growth is from the acquisitions completed in 2010, including that
of Net Quote Holdings Inc. and CreditCards.com Inc., among others.
Base case EBITDA growth would drive the ratio of adjusted total
debt to EBITDA to slightly below 2x by the end of 2011. However,
we expect that the company will remain acquisitive and will
likely to use discretionary cash flow and its new revolving credit
facilities to finance acquisitions," S&P stated.

"We will resolve the CreditWatch listing with the completion of
the IPO," added Mr. Liu. "If the IPO is successful and the company
exercises the equity claw-back provision and converts all its
preferred stock into common stock, we will likely raise the
corporate credit rating, potentially by more than one notch to
'BB-'."


BEAR CREEK: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bear Creek of Naples, Ltd.
        4255 - 52nd Place W.
        Bradenton, FL 34210

Bankruptcy Case No.: 11-10856

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $2,714,143

Scheduled Debts: $8,678,813

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-10856.pdf

The petition was signed by Thomas J. Mannausa, President of Bear
Creek of Naples, Inc., general partner.


BERNARD L. MADOFF: Trustee Almost Quadruples Kingate Suit Claims
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. was given authority by the bankruptcy judge on
June 7 to file an amended complaint almost quadrupling damages
sought from Kingate Global Fund Ltd., Kingate Euro Fund Ltd. and
other defendants.  The new complaint seeks $975 million, compared
with $255 million previously sought.  The lawsuit began in April
2009.

Mr. Rochelle relates that in other developments, HSBC Holdings Plc
agreed to pay $62.5 million to settle a class-action lawsuit by
investors who lost money in the Madoff fraud.

                      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.


BLOCKBUSTER INC: NCR to Add 800 Kiosks in Food Lion Stores
----------------------------------------------------------
Melissa Korn, writing for MarketWatch, reports that NCR Corp. is
adding 800 Blockbuster Express locations to Food Lion stores in
the mid-Atlantic and southeastern U.S. regions as the company
continues to expand its footprint for the movie-rental machines.

NCR owns and operates more than 9,000 kiosks under the Blockbuster
Express brand .

MarketWatch reports that NCR will also place the kiosks in other
Delhaize Group's, Delhaize America supermarkets, including Bottom
Dollar Food and Harveys.

MarketWatch recounts NCR initially planned to install 11,000
machines by the end of last year, but has since scaled back those
ambitions.  The company now expects to hit 10,000 by the end of
2011.  Its larger rival, Coinstar Inc.'s Redbox Automated Retail,
operates more than 30,000 kiosks nationwide.

As reported by the Troubled Company Reporter on June 1, NCR filed
a lawsuit in District Court in Wilmington, Del., over a request to
terminate its right to use the Blockbuster Express trademark,
arguing that it hasn't violated terms of the contract for the
partnership deal.  The licensing agreement enables NCR to use
the blue-and-yellow logo on the nearly 9,000 movie kiosks it
operates across the country.

                    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.


BOOMERANG SYSTEMS: Plans to Offer $25 Million of Common Shares
--------------------------------------------------------------
Boomerang Systems, Inc., intends to offer up to $25 million of its
common stock in a private placement, subject to market conditions.

The Offering will be made only to accredited investors pursuant to
Regulation D under the Securities Act of 1933, as amended.  The
shares being offered have not been registered under the Securities
Act or any state securities laws, and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state securities laws.

The Company intends to use the net proceeds from the offering for
working capital, general corporate purposes and capital
expenditures.

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

For the fiscal year ended Sept. 30, 2010, the Company had a net
loss of $15,789,559 compared with a net loss of $9,693,734 during
the prior year.  Revenues were $718,530 for the fiscal year ended
Sept. 30, 2010 compared with $0 for the fiscal year ended
Sept. 30, 2009.

The Company's balance sheet at March 31, 2011, showed
$4.91 million in total assets, $4.47 million in total liabilities,
and $440,063 in total stockholders' equity.


BOWE BELL: Committee Resolves Concerns on Debtors' Sale Process
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Bowe Systec, Inc., et al., seeks bankruptcy
court approval of a stipulation it entered into with the Bowe
Debtors, among others, for the global resolution of its objections
to the Debtors' sale process and financing motion.

The other stipulation parties include the Debtors' prepetition and
postpetition secured lenders, the purchasers of the Debtors'
assets and Versa.

The salient terms of the Stipulation are:

  (a) all non-insider causes of action under Chapter 5 of the
      Bankruptcy Code will be deemed Sale Acquired Assets and the
      Purchaser covenants not to sue those non-insiders under
      Chapter 5;

  (b) all causes of action, if any, against the Debtors' directors
      and officers are Sale Excluded Assets, provided, however,
      that Acquired Assets will include (1) those D&O Actions
      against D&Os that were employed by the Debtors as of the
      Petition Date and that will be employed by the Purchasers
      after the closing on the Sale; and (2) William McGrath of
      McDermott Will & Emory -- collectively, the "Purchased D&O
      Actions";

  (c) all causes of action other than the D&O Actions will be
      deemed Acquired Assets;

  (d) the Stipulation Parties, other than the Committee, will
      release all claims and other rights it has or may have to
      the proceeds of the D&O Actions;

  (e) the Versa Parties will subordinate any deficiency claim
      under the Prepetition Credit Documents, the DIP Facility or
      otherwise they may have against the Debtors or their estates
      to every allowed unsecured claim; provided that if any
      recoveries from the D&O Actions result in a distribution to
      the general unsecured creditors or GUCs in excess of 20% of
      the GUCs' aggregate allowed claims, then the Deficiency
      Claim will share pro rata with the GUCs in that excess;

  (f) Versa and the Purchasers will cause the payment in full of
      allowed claims under 11 U.S.C. Section 503(b)(9);

  (g) all of the Debtors' state and federal income tax refunds
      will be Excluded Assets, and will be transferred to a
      creditor trust to be created for the benefit of GUCs and
      will not be subject to the Deficiency Claim;

  (h) the Committee professional fee budget will be revised to
      $380,000;

  (i) the Purchasers will contribute additional consideration to
      the Debtors' estates in the amount of $700,000;

  (j) the Committee professional fee budget will be revised to (i)
      reduce BDO USA LLP's budgeted fees to up to $100,000, and
      (ii) increase Pachuiski Stang Ziehi & Jones LLP's budgeted
      fees to up to $280,000.  The Purchasers will contribute to
      the Debtors' estates the positive difference, if any,
      between the $380,000 budgeted amount and the total allowed
      Committee professional fees;

  (k) the Committee agree to support the Debtors' Bid Procedures,
      the Bid Procedures and Sale Motion, and Financing Motion,
      and a $2 million Expense Reimbursement for the Purchasers;

  (l) Versa agrees that if it is treated in the Plan in accordance
      with the terms of the Stipulation, it will support the Plan;
      and

  (m) the order approving the Sale and the Plan will provide for
      releases of claims against the Versa Parties.

The Creditors Committee is represented by:

      Bradford J. Sandler, Esq.
      bsandler@pszjlaw.com
      Bruce Grohsgal, Esq.
      bgrohsgal@pszjlaw.com
      PACHULSKI STANG ZIEHL & JONES LLP
      919 North Market Street, 17th Floor
      Wilmington, Delaware 19801
      Tel No.: (302) 652-4100
      Fax No.: (302) 652-4400

                        About Bowe Bell

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- is a leading provider of high-
performance document management solutions and services.  In 1936,
the company pioneered gripper arm mail-inserting systems and has
one of the world's largest installed bases of such inserters as a
result of the technology's flexibility, performance and
reliability.  The company's complete portfolio of inserting,
sorting, plastic card, integrity, cutting, packaging, print-on-
demand and software solutions is one of the most comprehensive
product offerings for paper-based communications.  These solutions
are supported by one of the largest dedicated service
organizations in the industry.  In addition to its headquarters
offices, the company maintains major manufacturing and service
locations in Durham, N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates, including Bowe Bell + Howell Holdings, Inc., filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on
April 18, 2011.  Bowe Systec estimated assets and debt of $100
million to $500 million as of the bankruptcy filing.

Lee E. Kau fman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.


BRIARWOOD CAPITAL: Trustee Taps Jon Williams for Lennar Suit
------------------------------------------------------------
Leslie T. Gladstone, the Chapter 11 Trustee for Briarwood Capital
LLC, obtained authority from the U.S. Bankruptcy Court for the
Southern District Of California to employ Jon R. Williams, APLC,
as special appellate counsel, nunc pro tunc with a retroactive
date of Aug. 6, 2010.

The retention of JRW is necessary to preserve the appellate rights
of the estate in the Superior Court action, Briarwood Capital, LLC
v. Lennar Land Partners II, et al.  Additionally, the Trustee
seeks nunc pro tunc approval of the retention of JRW for the
appellate services it has already provided in connection with
Briarwood Capital, LLC v. Lennar Homes of California, et al.

              About Nicolas Marsch, Briarwood and Colony

Based in Rancho Santa Fe, California, Briarwood Capital, LLC's
primary business prepetition was land acquisition and organizing
financing for real estate development.  Briarwood filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 10-
02677) on Feb. 23, 2010.  In its schedules, the Debtor disclosed
$292,798,759 in assets and $18,563,641 in liabilities as of the
Petition Date.

Colony Properties International, LLC -- Colony I -- (Bankr. S.D.
Calif. Case No. 10-02937) and Colony Properties International II,
LLC -- Colony II -- (Bankr. S.D. Calif. Case No. 10-03361) also
filed for Chapter 11.

Rancho Santa Fe, California-based Nicolas Marsch, III, filed for
Chapter 11 bankruptcy protection on Feb. 25, 2010 (Bankr. S.D.
Calif. Case No. 10-02939).  Mr. Marsch estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

Mr. Marsch has a 100% membership interest in Briarwood, which he
valued at over $274 million.  He also has a 100% membership
interest in Colony Properties.  Mr. Marsch also asserts more than
$2 million in claims against Briarwood and is a guarantor of debt
owed by Briarwood and by to KBR Opportunity Fund II.  He is also
the guarantor of Colony's debt to KBR.  Colony asserts more than
$668,000 in claims against Mr. Marsch.  Colony also asserts more
than $50,000 in claims against Briarwood.

The cases are separately administered.  Jeffry A. Davis, Esq., at
Mintz Levin Cohn Ferris Glovsky & Popeo, represents the Debtors in
their restructuring efforts.  In July 2010, the Court held that
Mintz Levin was ineligible to represent the estates of Mr. Marsch,
Briarwood and Colony Properties, or any two of them.  Chapter 11
trustees have been appointed in each of the cases.

Richard M. Kipperman serves as the Chapter 11 trustee for Colony
Properties International, LLC and Colony Properties International
II, LLC; and Leslie T. Gladstone serves as the Chapter 11 trustee
for Briarwood.


BRIDGE POINTE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bridge Pointe Properties, LLC
        2 Night Sky
        Newport Coast, CA 92657

Bankruptcy Case No.: 11-66882

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: B. Glen Johnson, Esq.
                  JOHNSON & DICKINSON, LLC
                  1925 Marietta Highway, Suite 201
                  Canton, GA 30114
                  Tel: (770) 479-5566
                  Fax: (770) 479-5568
                  E-mail: glen@jdlawfirm.net

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

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

A list of the Company's 17 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-66882.pdf

The petition was signed by Gary Davi, CEO.


C&D TECHNOLOGIES: Seven Directors Elected at Annual Meeting
-----------------------------------------------------------
C&D Technologies, Inc., held its Annual Meeting of Stockholders on
June 2, 2011.  The Stockholders elected seven directors to serve
for the ensuing year and until their successors are elected,
namely: David L. Treadwell, Todd W. Arden, Kevin P. Dowd, James J.
Gaffney, Michael P. Gallagher, Jeffrey A. Graves and Andrew P.
Hines.  The Stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for the year ended Jan. 31, 2012.

                      About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

The Company reported a net loss of $55.55 million on
$354.83 million of net sales for the fiscal year ended Jan. 31,
2011, compared with a net loss of $25.78 million on
$335.71 million of net sales during the prior fiscal year.

The Company's balance sheet at Jan. 31, 2011, showed $251.29
million in total assets, $157.76 million in total liabilities and
$93.53 million total equity.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September had entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.


CAROLINE HAMILTON: Waives 11 U.S.C. Sec. 727(a)(10) Discharge
-------------------------------------------------------------
The U.S. Trustee for Region 4, W. Clarkson McDow, Jr., on Nov. 8,
2010, filed a timely complaint objecting to Caroline Shannon
Hamilton's discharge based on, among other things, the Debtor's
concealment and fraudulent transfer of estate assets; false oaths;
and the Debtor's failure to obey court Orders.  The Debtor
contests the U.S. Trustee's allegations.  To resolve the dispute,
the Debtor voluntarily consents to a waiver of her discharge
pursuant to 11 U.S.C. Sec. 727(a)(10).  She will not receive a
discharge in her bankruptcy case.

The lawsuit is W. Clarkson McDow, Jr., United States Trustee for
Region Four, v. Caroline Shannon Hamilton, Adv. Pro. No. 10-00855
(Bankr. D. Md.).  A copy of the June 7, 2011 Stipulation and
Consent Order approved by Bankruptcy Judge Robert A. Gordon is
available at http://is.gd/4uRZrrfrom Leagle.com.

Caroline Shannon Hamilton filed for Chapter 7 bankruptcy (Bankr.
D. Md. Case No. 09-34908) on Dec. 21, 2009.  On motion by the
Debtor and by Order entered Feb. 23, 2010, the case was converted
to one under Chapter 11.  Thereafter, and upon motion by the U.S.
Trustee and by Order entered June 11, 2010, the case was
reconverted to Chapter 7.  The Debtor is represented by:

          Augustus T. Curtis, Esq.
          COHEN, BALDINGER & GREENFELD LLC
          7910 Woodmont Avenue, Suite 1103
          Bethesda, MD 20814
          Tel: 301-881-8300
          Fax: 301-881-8350


CARPENTER CONTRACTORS: Wells Fargo Objects to Cash Use
------------------------------------------------------
Wells Fargo Bank N.A., as successor by merger to Wachovia Bank,
National Association, asks the U.S. Bankruptcy Court for the
Southern District of Florida to prohibit the continued use of
cash collateral by Carpenter Contractors of America, Inc.

Pursuant to a $20 million promissory note dated June 7, 2006,
Wachovia Bank, now Wells Fargo, loaned $20,000,000 to LP 241, LLC,
to finance an Embraer Legacy 600 aircraft.  The loan is secured by
the Aircraft.

Since the Debtor does not own the Aircraft, Wells Fargo submits
that the automatic stay does not apply to the Aircraft.  However,
even if the automatic stay does apply, the automatic stay should
be lifted so that Wells Fargo can obtain possession of the
Aircraft and exercise its rights and remedies against it, Wells
Fargo asserts.

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-42604) on Oct. 25, 2010.  Chad P.
Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft.
Lauderdale, Fla., represents Carpenter Contractors of America in
its restructuring effort.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.

On Oct. 26, 2010, CCA Midwest, Inc., a wholly owned subsidiary of
Carpenter Contractors, filed a separate petition for Chapter 11
relief (Bankr. S.. Fla., Case No. 10-42630).  Chad P. Pugatch,
Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft.
Lauderdale, Fla., represents CCA Midwest in its restructuring
effort.  CCA Midwest estimated its assets and debts at $1 million
to $10 million each.

The two cases are jointly administered under Case No. 10-42604.


CATALYST PAPER: Third Avenue Discloses 32.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Third Avenue Management LLC disclosed that it
beneficially owns 123,474,210 shares of common stock of Catalyst
Paper Corporation representing 32.3% of the shares outstanding.
This calculation is based on 381,753,490 common shares of the
Company outstanding as of Dec. 31, 2010, as reported in the
Company's annual report on Form 40-F for the fiscal year ended
Dec. 31, 2010.

                        About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

The Company's balance sheet at March 31, 2011 showed
C$1.64 billion in total assets, C$1.25 billion in total
Liabilities, and C$389.60 million in equity.

                          *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CATHOLIC CHURCH: Milwaukee Panel Wants Berkeley as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of the Archdiocese of Milwaukee submits an amended
application to retain Berkeley Research Group LLC as its
financial advisor, nunc pro tunc to March 3, 2011.

The professional services that BRG will render to the Committee
include, but will not be limited to:

  a. assisting the Committee in the review of financial related
     disclosures required by the Court and/or Bankruptcy Code,
     including the Schedules of Assets and Liabilities, the
     Statement of Financial Affairs, and Monthly Operating
     Reports;

  b. analyzing the Debtor's accounting reports and financial
     statements to assess the reasonableness of the Debtor's
     financial disclosures;

  c. providing forensic accounting and investigations with
     respect to transfers of the Debtor's assets and recovery of
     property of the estate;

  d. assisting the Committee in evaluating the Debtor's
     ownership interests of property alleged to be held in trust
     by the Debtor for the benefit of third parties or property
     alleged to be owned by non-debtor juridic entities;

  e. assisting the Committee in the evaluation of the Debtor's
     organizational structure, including its relationship with
     the Parishes and other non-Debtor organizations and
     charities;

  f. assisting the Committee in evaluating the Debtor's cash
     management system;

  g. assisting the Committee in analyzing the Debtor's assets
     and liabilities, and participating in and reviewing any
     proposed asset sales, or any other asset dispositions;

  h. assisting the Committee in the review of financial
     information that the Debtor may distribute to creditors and
     others, including, but not limited to, cash flow
     projections and budgets, cash receipts and disbursement
     analyses, analyses of various asset and liability accounts,
     and analyses of proposed transactions for which Court
     approval is sought;

  i. attending meetings and assisting in discussions with
     the Debtor, the Committee, the U.S. Trustee, and other
     parties-in-interest and professionals hired by the parties
     as requested;

  j. assisting in the review and/or preparation of information
     and analyses necessary for the confirmation of a plan, or
     for the objection to any plan filed in this case which the
     Committee opposes;

  k. assisting the Committee in investigating the assets,
     liabilities and financial condition of the Debtor, the
     Debtor's operations and the desirability of the continuance
     of any portion of those operations;

  l. assisting the Committee with the evaluation and analysis of
     claims (including any alleged pension claims and/or
     obligations of the Debtor), and on any litigation matters,
     including, but not limited to, avoidance actions for
     fraudulent conveyances and preferential transfers, and
     actions concerning the property of the Debtor's estate;

  m. assisting the Committee with respect to any adversary
     proceedings that may be filed in the Debtor's case; and

  n. providing other services to the Committee as may be
     necessary in the case.

In accordance with Section 330(a) of the Bankruptcy Code,
compensation will be payable to BRG on an hourly basis, plus
reimbursement of BRG's actual, necessary expenses and other
charges it incurs.  BRG's schedule of 2011 hourly billing rates
are:

  Principals/Directors                     $490 - $650
  Senior Managing Consultants              $350 - $370
  Consultants/Managing Consultants         $315 - $330
  Associates/Senior Associates             $215 - $235
  Paraprofessionals                         $88 - $165

In addition, the Committee proposes a fee cap for BRG of $100,000
relating to its work analyzing assets of the Debtor/property of
the estate and evaluating asset recovery strategies with the
Committee and Committee counsel.

The Committee further proposes that it may seek increases of that
fee cap by submitting an application to the Court.

Since the Debtor has not yet provided BRG with access to the
documents necessary for BRG to perform its asset analysis and
asset recovery investigations in detail, BRG cannot yet inform
the Court of the precise dollar amounts necessary for its work.

The Committee asserts that BRG is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CENTER COURT: U.S. Trustee Withdraws Motion to Dismiss Case
-----------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, has withdrawn
his motion to dismiss, or, in the alternative, convert the Chapter
11 case to one under Chapter 7 of the Bankruptcy Code.

Based in Agoura Hills, California, Center Court Partners LLC filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-13715) on March 25, 2011.  Judge Maureen Tighe presides over
the case.  The Law Offices of Martin D. Gross represents the
Debtor in its restructuring efforts.  The Debtor estimated assets
and debts at $10 million and $50 million as of the chapter 11
filing.


CLAIRE'S STORES: Files Form 10-Q; Posts $19.59MM Net Loss in Q1
---------------------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $19.59 on $346.44 million of net sales for the three months
ended April 30, 2011, compared with a net loss of $12.30 million
on $322.07 million of net sales for the three months ended May 1,
2010.

The Company's balance sheet at April 30, 2011, showed $2.86
billion in total assets, $2.63 billion in total liabilities and a
$26.70 million stockholders' deficit.

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

                        http://is.gd/HZCCNd

                       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.

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.


CLASSICSTAR LLC: Baker & Hostetler Payments Not Avoidable
---------------------------------------------------------
James D. Lyon, Chapter 7 Trustee of ClassicStar, LLC, v. Baker &
Hostetler LLP, Adv. Proc. No. 09-05125 (Bankr. E.D. Ky.), was
filed Sept. 9, 2009, against B&H under Bankruptcy Code Sections
548 and 550.  The complaint alleges that in the two years
preceding the Petition Date, the Debtor made fraudulent transfers
or incurred obligations to B&H in the amount of $847,889.92.

On March 9, 2010, the Bankruptcy Court entered a Memorandum
Opinion granting B&H's Motion for Summary Judgment.  A separate
order was entered dismissing the adversary proceeding.

On March 22, 2010, the Chapter 7 Trustee appealed the decision to
the U.S. Bankruptcy Appellate Panel for the Sixth Circuit.  On
March 29, 2010, B&H filed a timely election to have the appeal
heard by the U.S. District Court for the Eastern District of
Kentucky.  On Feb. 22, 2011, the District Court issued its
Memorandum Opinion and Order, which reversed and remanded the case
to the Bankruptcy Court for further proceedings.  Specifically,
the District Court remanded to determine (i) whether genuine
issues of material fact exist; (ii) whether the Debtor received
any value from B&H; and (iii) whether that value was a reasonably
equivalent exchange for B&H's fees.

In a June 7, 2011 Memorandum Opinion on Remand, Bankruptcy Judge
Joseph M. Scott, Jr., ruled that the Motion for Summary Judgment
will be sustained in favor of B&H, saying ClassicStar received
reasonably equivalent value for the approximate $848,000.00
disbursements made to B&H.

"[T]here is no dispute that ClassicStar made payments of
approximately $848,000.00 to B&H and the debt to B&H was then
reduced in a dollar-for-dollar amount of $848,000.00.  Finally,
B&H agrees that individuals other than ClassicStar benefited from
B&H's advice that was paid for by ClassicStar.  However, that fact
does not reduce the benefit received by ClassicStar.  Nor is there
any proof that any of the individuals received a benefit based on
advice given to that individual where ClassicStar did not receive
an equivalent benefit," Judge Scott said.

A copy of Judge Scott's ruling is available at http://is.gd/mVtb3O
from Leagle.com.

                       About ClassicStar LLC

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.

The Company filed for Chapter 11 protection (Bankr. E.D. Ky. Case
No.07-51786) on Sept. 14, 2007.  Attorneys at Henry Watz Gardner
Sellars & Gardner, PLLC, represented the Debtor while attorneys at
Stites & Harbison, PLLC, represented the Creditors Committee.  In
April 2008, Judge William S. Howard converted the case to a
Chapter 7 liquidation, at the behest of the U.S. Trustee.

In its petition, the Debtor said assets totalled $227 million,
comprised of account receivable from National Equine Lending
Corp., and debts of $72.7 million.


CLEAN BURN: Committee Objects to Use of Cash Collateral
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Clean Burn Fuels,
LLC, objects to Clean Burn's use of cash collateral order to the
extent the cash collateral order does not segregate out and
exclude from adequate protection super priority claims under any
and all sections of the United States Bankruptcy Code, recoveries
from avoidance actions.

Charles M. Ivey, III, at Ivey McClellan Gatton & Talcott, LLP,
attorney for the Creditors Committee, says that it is the Cape
Fear Farm Credit's position that it has a properly perfected
security interest on all of the assets of the Debtor and that the
fair market value of those assets is less than the amount owed to
the secured creditor.  As a result, the only source of potential
recovery for unsecured creditors would come from avoidance
actions.

Mr. Ivey states that the secured creditor improperly and unfairly
restricts the access of general unsecured creditors to these
unencumbered funds.  If the secured creditor's collateral is, in
fact, worth less than the amount owed and the same is ultimately
sold with no carve-out for the benefit of unsecured creditors then
the risk associated with the facilities is being assumed by the
general unsecured creditors with no benefit being provided to
them.

                         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.  John A. Northen, Esq.,
at Northen Blue, L.L.P., represents the Debtor.

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.


COMCAM INTERNATIONAL: Executes Replacement P-Note with Bartek
-------------------------------------------------------------
ComCam International, Inc., executed, on Feb. 25, 2011, a secured
promissory note in favor of Bartek Investments -1, Ltd., in
exchange for $400,000 pursuant to the exemptions from registration
provided by Section 4(2) of the Securities Act of 1933, as
amended.

On May 20, 2011, the Company executed a replacement secured
promissory note with Bartek which Replacement Note supersedes and
replaces the Note in its entirety.  The Replacement Note is to be
repaid in full on Feb. 25, 2012, consisting of principal and
accrued interest of 18% totaling $472,000.  The obligation is
secured by the stock of the Company's wholly owned subsidiary
Pinnacle Integrated Systems, Inc., and includes the previously
granted share purchase warrant for Bartek to purchase up to
100,000 shares of the Company's common stock at a price of $0.50
per share for a term of five years.

                    About ComCam International

West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.

The Company reported a net loss of $1.35 million on $3.55 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $430,648 on $24,086 of revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.49 million in total assets, $2.14 million in total liabilities,
and $350,911 in total stockholders' equity.

As reported by the TCR on April 21, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that ComCam International, Inc., and Subsidiary has incurred
substantial losses and has a working capital deficit.


COMPTON PETROLEUM: Converts $240-Mil. of Notes to Equity
--------------------------------------------------------
Compton Petroleum Corporation announced a proposed
recapitalization transaction with these elements:

   -- Conversion of US$193.5 million of Compton Finance 10% Senior
      Notes due 2017 and US$46.8 million of Compton Finance 10%
      Mandatory Convertible Notes due September 2011 into equity;

   -- Addition of approximately $50.0 million of new equity raised
      by way of a backstopped Rights Offering, which will be
      applied to further reduce debt;

   -- Consolidation of existing common shares on a 200 to 1 basis;

   -- Reduction of total pro forma debt to $145.3 million from
      $419.6 million at March 31, 2011, resulting in a decrease of
      annual cash interest and financing expenses by approximately
      $25.5 million;

   -- Holders of Notes will receive common shares and rights in
      exchange for their Notes, enabling them to participate in
      the Rights Offering;

   -- Shareholders will:

         - Retain their existing common shares;

         - Receive rights enabling them to participate in the
           Rights Offering; and

         - Receive two Cashless Warrants for each share held, each
           of which will be automatically converted into one
           common share if the Warrant Trigger Price is reached;
           and

         - The Recapitalization is expected to be completed around
           the end of August 2011.

Management and the Board of Directors believe that the
Recapitalization is in the best interest of all stakeholders,
providing the following key benefits to the Corporation:

   -- Normalizes Compton's capital structure to be competitive
      with industry peers in the continuing low natural gas price
      environment

   -- Reduces the ratio of debt to trailing four quarter adjusted
      EBITDA from 4.4 times to 1.5 times (pro forma) at March 31,
      2011

   -- Substantially improves financial strength and reduces
      financial risk

         - Retires approximately $274.3 million of debt, including
           the Mandatory Convertible Notes due in September 2011
           and the Senior Notes due in 2017

         - Reduces the drawings on Compton's Credit Facility by
           the amount of the net proceeds of the Rights Offering,
           after deducting costs incurred in completing the
           Recapitalization

         - Upon completion of the Recapitalization, the
           Corporation's debt structure will be comprised of the
           Credit Facility and the midstream financing on its
           Mazeppa gas plant

         - Improves Compton's financial liquidity

   -- Positions the Corporation to more aggressively invest in its
      asset base

         - Decreases annual cash interest and financing expenses
           by approximately $25.5 million, which can be
           reallocated to asset development

         - Provides the opportunity for accretive growth using
           only internally generated cash flow over a multi-year
           horizon

   -- Compton's Credit Facility borrowing base is subject to a
      semi-annual review as of May 31, 2011.  Management is
      currently in discussions with the banking syndicate
      regarding this redetermination, including the impact of
      reduced natural gas prices and production.  The
      Recapitalization is expected to improve Compton's liquidity
      position under its Credit Facility due to the removal of a
      reserve with respect to future interest charges on the
      Senior Notes and the application of the net proceeds of the
      Rights Offering to reduce the drawings on the Credit
      Facility

   -- Employees, suppliers and customers will not be affected by
      the Recapitalization

"The Recapitalization provides the best available solution to our
ongoing debt issue by normalizing our capital structure to be on a
level playing field with other natural gas producers," said Tim
Granger, President and CEO.  "The Recapitalization is critical to
Compton's business strategy, providing a stronger financial
foundation on which to operate.  The Corporation will now be able
to turn its full attention to its asset base, targeting production
and cash flow growth through the internal development of its asset
base."

Compton's Shareholders will benefit by collectively retaining a
7.4% interest in a substantially greater equity value and will
have the potential for that equity interest to rise to 15.3% at no
incremental cost if Compton's common shares reach the Warrant
Trigger Price during their three-year term.  Compton intends to
seek to list the rights and Cashless Warrants for trading on the
Toronto Stock Exchange.

BMO Capital Markets and CIBC World Markets Inc. acted as financial
advisors to Compton with respect to the Recapitalization.

Compton's Board of Directors has determined that the
Recapitalization is in the best interests of the Corporation and
its stakeholders given, among other considerations, that it will
reduce net debt by approximately $274.3 million, significantly
improving Compton's capital structure and providing considerable
improvement in Compton's financial liquidity.  This determination
was made based on a range of factors, including the recommendation
of Compton's financial advisors and outside legal counsel as well
as an opinion received from BMO Capital Markets addressed to the
Board of Directors of the Corporation, that the Recapitalization,
if implemented, is fair, from a financial point of view, to the
Corporation.  The successful implementation of the
Recapitalization is expected to be a significant positive step for
Compton in pursuing its business plan through a renewed focus on
production and cash flow growth.

The Board of Directors believes that the Recapitalization
transaction is a significant and positive development for Compton
and its stakeholders.  It is a consensual solution that is fair to
both Noteholders and Shareholders, and it delivers on the
Corporation's key commitment to explore and pursue strategic
options to improve its capital structure and liquidity.  The Board
and Management believe that these transactions create a stronger
company and allow for the pursuit of greater opportunities.

Tim Granger continued: "After a thorough review of options, we are
convinced that it is in all stakeholders' best interests to
implement the Recapitalization at this time. We believe that our
capital structure, without the Recapitalization, would continue to
negatively impact market valuation and the ability for the Company
to operate effectively.  Management expects that the
Recapitalization will rectify the issues impacting the
Corporation's financial position, resulting in a stronger company
that can begin to actively invest in its asset base and realize
asset value.  The Corporation has shown its ability to be a strong
operator through its solid improvements in drilling and
operations.  Compton's asset base provides solid growth potential
through a focused land position, multi-zone opportunities and
positive impact from horizontal multi-stage fracture technology."

A full-text copy of the press release is available for free at:

                        http://is.gd/Nje9fi

                      About Compton Petroleum

Compton Petroleum Corporation is an exploration and production
company.  The Company explores for, develops, and produces oil and
gas in western Canada.  Compton's interests include the areas of
Shekille, Senex, Deep Basin, Rimbey, and Vulcan/Gladys, all in
Alberta, Canada.

The Company's balance sheet at Dec. 31, 2010, showed $1.38 billion
in total assets, $712.29 million in liabilities and
$664.03 million in shareholders' equity.

                          *     *     *

Moody's Investors Service has withdrawn Compton Petroleum's
ratings following the repayment of its rated debt.  Ratings
withdrawn include the 'Caa1' Corporate Family Rating and
Probability of Default Rating, and the 'Caa2' senior unsecured
notes rating.

As reported by the Troubled Company Reporter on Dec. 1, 2010,
Standard & Poor's Ratings Services withdrew its 'B' long-
term corporate credit rating on Compton Petroleum Corp.  At the
same time, Standard & Poor's withdrew its 'B-' senior unsecured
rating and '5' recovery rating on subsidiary Compton Petroleum
Finance Corp.'s US$193.5 million senior unsecured notes.  S&P
withdrew the ratings at the Company's request.


CONTESSA PREMIUM: Settles Cash Collateral Issues with Wells Fargo
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, approved a stipulation entered into by
Contessa Premium Foods, Inc., and Wells Fargo Bank, National
Association, resolving existing defaults under the final order
authorizing the Debtor's use of cash collateral.

Paragraph 2 of the Final Cash Collateral Order requires the Debtor
not to exceed 110% of the aggregate projected expenditures set
forth in the Cash Collateral Budget, measured on a rolling four-
week basis.  Paragraph 13 of the Final Cash Collateral Order
required the Debtor to file the Sale Motion by no later than
April 22, 2011.

The Debtor failed to comply with the Disbursement Covenant for the
weeks ending April 22, 2011, April 29, 2011 and May 6, 2011
because actual disbursements exceeded 110% of the aggregate
projected expenditures measured on a rolling four-week basis by
approximately $91,127, $516,664 and $727,009, respectively, for
those weeks.  The Debtor also failed to comply with the Sale
Motion Milestone and filed the Sale Motion on April 26, 2011.

Each occurrence of the Disbursement Defaults and the Milestone
Default constitutes a Termination Event under the Final Cash
Collateral Order, which entitles Wells Fargo, as a secured lender,
to issue a Remedies Notice and exercise its rights and remedies
against the Collateral.

In exchange for a permanent principal paydown of $50,000, the
Secured Lender and the Debtor have agreed to resolve all issues
related to the Existing Defaults, and the Official Committee of
Unsecured Creditors has agreed not to oppose the terms and
conditions of the stipulation.

Pursuant to the stipulation, the Existing Defaults will be deemed
waived upon receipt by the Secured Lender of a permanent principal
paydown of the Prepetition Secured Obligations in the amount of
$50,000.

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Kelley
Drye & Warren LLP represents the Debtor in its restructuring
effort.  Craig A. Wolfe, Esq., at Kelley Drye & Warren LLP, and
Jeffrey W. Dulberg, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as the Debtor's local/
conflicts counsel counsel.  Scouler & Company, LLC, serves as
financial advisors.  Imperial Capital, LLC serves as investment
banker.  Holthouse Carlin & Van Trigt LLP serves as auditors and
accountants.  The Debtor scheduled $49,370,438 in total assets and
$35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


CONTESSA PREMIUM: Stay Lifted to Allow Jenny Craig to End Deal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, at the behest of Contessa Premium Foods,
Inc., approved a stipulation allowing Jenny Craig, Inc., to
exercise termination rights with respect to a contract she entered
into with the Debtor.

Prior to the Petition Date on or about January 12, 2010, Jenny
Craig and the Debtor entered into an agreement pursuant to which
the Debtor would manufacture and package certain food products for
Jenny Craig.

The Debtor, the Official Committee of Unsecured Creditors and
Jenny Craig stipulated that the automatic stay is lifted to permit
Jenny Craig to exercise its termination rights and other related
contractual rights with respect to the contract.

Jenny Craig will not exercise any of its termination rights or
other related contractual rights with respect to the contract
without first providing the Debtor with 180-day's prior written
notice.

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Kelley
Drye & Warren LLP represents the Debtor in its restructuring
effort.  Craig A. Wolfe, Esq., at Kelley Drye & Warren LLP, and
Jeffrey W. Dulberg, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as the Debtor's local/
conflicts counsel counsel.  Scouler & Company, LLC, serves as
financial advisors.  Imperial Capital, LLC serves as investment
banker.  Holthouse Carlin & Van Trigt LLP serves as auditors and
accountants.  The Debtor scheduled $49,370,438 in total assets and
$35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


DAY STAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Day Star Contracting Co
          dba Daystar Windows
        920 CONKLIN STREET
        Farmingdale, NY 11735

Bankruptcy Case No.: 11-74016

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Ronald S. Cook, Esq.
                  RONALD S. COOK, P.C.
                  222 Middle Country Road, Suite 206
                  Smithtown, NY 11787
                  Tel: (631) 265-0102
                  Fax: (631) 382-8320
                  E-mail: ron@libankruptcyattorney.com

Scheduled Assets: $481,500

Scheduled Debts: $1,754,508

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nyeb11-74016.pdf

The petition was signed by David Hauser, partner.


DELTA AIR: To Consolidate Operations in Atlanta, Cut Flights
------------------------------------------------------------
Delta Airlines, Inc., is planning to consolidate some operations
in Minneapolis to Atlanta, according to Atlanta Business News on
June 7, 2011.

The report said Delta intends to move its training centers for
flight attendants and pilots and engineering and support teams
and expects the process to finish next year.

For people whose jobs are affected, the company said it is
willing to accommodate those people if they are willing to
relocate.

There was no word about how many Twin Cities employees would be
affected by the moves, although Minnesota Public Radio quoted
unnamed sources as saying the number totaled a "few hundred,"
according to the Minneapolis/St. Paul Business Journal.

Richard Anderson, Delta's chief executive officer, said in an
interview with Atlanta Business News, that the company's decision
saves money as the prices of fuel have increased sharply.

"During the last month, we have talked about rapidly rising fuel
prices and added cost pressures as a new reality that is a
permanent part of our business.  Therefore, we must permanently
change our business to maintain consistent profits even in a
permanent high fuel cost environment," Mr. Anderson disclosed in
a letter to employees.

"We'll continue to have more than 12,000 Delta and subsidiary
employees living and working in Minnesota, and more than 480
average daily departures from our hub," Mr. Anderson said.

Delta said its growth for the quarter was just one to three
percent due to high fuel prices, The Boston Globe reported on
May 22, 2011.

The high fuel prices also forces the company to cut flights
across the Atlantic starting on September 2011.

    Delta to Reduce Trans-Atlantic Capacity in Fall 2011

The members of the leading trans-Atlantic joint venture - Delta
Air Lines (NYSE: DAL), Air France KLM (OTC: AFLYY) and Alitalia -
announced a year-over-year 7 to 9 percent reduction in trans-
Atlantic passenger capacity this fall between Europe and the
United States and Canada, as the airlines respond to a
significant increase in jet fuel prices and fluctuating seasonal
demand.

"Our alliance allows us to make strategic decisions about our
network and operate as a single airline on trans-Atlantic
flights," said Bruno Matheu, executive vice president -
Marketing, Revenue Management and Network for Air France KLM.
"Combining our efforts, we are able to leverage the benefits of
the joint venture to respond to economic and external cost
pressures."

The four member airlines will adjust their combined network and
decrease capacity by reducing frequency on selected routes during
the fall and winter seasons and right-sizing the joint venture
fleet across the Atlantic while introducing seasonal flying to
warm weather destinations.

"With the most established joint venture across the Atlantic, we
are in a unique position to collaborate with our JV partners to
make full use of our combined fleet and networks to generate
healthy returns and consistently serve our customers," said Perry
Cantarutti, Delta's senior vice president - Europe, Middle East
and Africa.

Since its inception, the joint venture has made significant
progress in building a leading trans-Atlantic alliance. Its
achievements include the introduction of more than 5,000 joint
sales contracts for trade and corporate partners across Europe
and the U.S., and the formation of joint pricing and revenue
management units, which strengthen its competitive position on
the trans-Atlantic.  The alliance also has consolidated
reservation sales responsibilities in Europe and the U.S., co-
located commercial and operating teams and airport facilities,
unified signage in more than 400 airports and combined marketing
and advertising.

                    About the Joint Venture

With more than 260 daily trans-Atlantic flights and a fleet of 144
aircraft, the joint venture between Air France KLM, Alitalia and
Delta Air Lines provides customers with the benefits of a vast
route network offering more frequencies, competitive fares and
harmonized services on all trans-Atlantic flights.  The JV network
is structured around seven main hubs: Amsterdam, Atlanta, Detroit,
Minneapolis, New York-JFK, Paris-CDG and Rome Fiumicino, together
with Cincinnati, Lyon, Milan, Memphis and Salt Lake City.  The JV
offers customers access to 300 destinations beyond the 26 North
American gateways and 200 destinations beyond the 33 European
gateways throughout Europe, Asia and Latin America.  The JV
represents 27 percent of total trans-Atlantic capacity and
generates $11 billion in annual revenues.  Under the terms of this
agreement, the partners jointly operate their trans-Atlantic
routes, thereby sharing revenues and costs.  More information on
Air France KLM, Alitalia and Delta is available at their
respective corporate websites.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Paid $8 Million to CEO Anderson Last Year
----------------------------------------------------
Delta Air Lines, Inc. paid its chief executive officer, Richard
Anderson, compensation aggregating approximately $8 million in
2010, according to The Atlanta Journal on April 30, 2011.

Mr. Anderson's salary is $600,000.  He was given stock awards
worth $6 million and incentives totaling $1.3 million.  His other
compensation include retirement plan contributions and life
insurance premiums, which aggregate approximately $183,297.

In 2009, Mr. Anderson was paid $8.4 million.

Ed Bastian, Delta Air's president, received $4.7 million.

Other officers who received compensation are:

  Steve Gorman                        $3.3 million
  Chief Operating Officer

  Hank Halter                         $2.3 million
  Chief Financial Officer

  Glen Hauenstein                     $2.5 million
  Executive Vice President

Delta Air Lines will hold its annual shareholder meeting on
June 30, 2011 in New York.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Now World's Largest Carrier by Traffic
-------------------------------------------------
Doug Cameron, writing for Dow Jones Newswires, reports that Delta
Air Lines Inc. has overtaken American Airlines as the world's
largest carrier by traffic, according to new industry rankings
for 2010 released June 7, 2011.

"The consolidation of Northwest Airlines following the completion
of Delta's takeover sees the Atlanta-based carrier leapfrog
rivals to become the largest carrier of passenger and freight
traffic, including domestic and international services," Dow
Jones says.

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Reports May 2011 Traffic Results
-------------------------------------------
Delta Air Lines reported traffic results for May 2011.  System
traffic in May 2011 increased 2.2 percent compared to May 2010 on
a 2.2 percent increase in capacity.  Load factor was flat versus
prior year at 83.9 percent.

Domestic traffic increased 1.9 percent year over year on a 0.4
percent increase in capacity.  Domestic load factor increased 1.3
points to 85.1 percent.  International traffic increased 2.6
percent year over year on a 5.0 percent increase in capacity, and
load factor decreased 2.0 points to 82.2 percent.

Delta Air Lines serves more than 160 million customers each year,
and was named by Fortune magazine as the most admired airline
worldwide in its 2011 World's Most Admired Companies airline
industry list.  With an industry-leading global network, Delta and
the Delta Connection carriers offer service to 346 destinations in
64 countries on six continents.  Headquartered in Atlanta, Delta
employs 80,000 employees worldwide and operates a mainline fleet
of more than 700 aircraft.  A founding member of the SkyTeam
global alliance, Delta participates in the industry's leading
trans-Atlantic joint venture with Air France-KLM and Alitalia.
Including its worldwide alliance partners, Delta offers customers
more than 13,000 daily flights, with hubs in Amsterdam, Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK,
Paris-Charles de Gaulle, Salt Lake City and Tokyo-Narita. The
airline's service includes the SkyMiles frequent flier program,
the world's largest airline loyalty program; the award-winning
BusinessElite service; and more than 50 Delta Sky Clubs in
airports worldwide.  Delta is investing more than $2 billion
through 2013 in airport facilities and global products, services
and technology to enhance the customer experience in the air and
on the ground.  Customers can check in for flights, print boarding
passes, check bags and review flight status at delta.com.

                      Delta Air Lines
                 Monthly Traffic Results

                            May-11        May-10   Change
RPMs (000):
Domestic                  9,985,993     9,795,840      1.9%
Delta Mainline           7,862,186     7,699,623      2.1%
Regional                 2,123,807     2,096,217      1.3%
International             6,647,184     6,480,711      2.6%
Latin America            1,015,180       974,035      4.2%
   Delta Mainline          997,433       951,680      4.8%
   Regional                 17,747        22,355    (20.6%)
Atlantic                 3,801,098     3,771,114      0.8%
Pacific                  1,830,906     1,735,562      5.5%
Total System             16,633,177    16,276,551      2.2%

ASMs (000):
Domestic                 11,740,064    11,689,969      0.4%
Delta Mainline           9,121,503     9,067,854      0.6%
Regional                 2,618,561     2,622,115     (0.1%)
International             8,082,740     7,700,118      5.0%
Latin America            1,346,760     1,265,569      6.4%
   Delta Mainline        1,321,284     1,234,563      7.0%
   Regional                 25,476        31,006    (17.8%)
Atlantic                 4,540,011     4,387,306      3.5%
Pacific                  2,195,969     2,047,243      7.3%
Total System             19,822,804    19,390,087      2.2%

Load Factor:
Domestic                      85.1%         83.8%      1.3 Pts
Delta Mainline               86.2%         84.9%      1.3 Pts
Regional                     81.1%         79.9%      1.2 Pts
International                 82.2%         84.2%     (2.0) Pts
Latin America                75.4%         77.0%     (1.6) Pts
   Delta Mainline            75.5%         77.1%     (1.6) Pts
   Regional                  69.7%         72.1%     (2.4) Pts
Atlantic                     83.7%         86.0%     (2.3) Pts
Pacific                      83.4%         84.8%     (1.4) Pts
Total System                  83.9%         83.9%     (0.0) Pts

Passengers Boarded       14,365,302    13,793,488      4.1%

Mainline Completion           99.5%         98.9%      0.6 Pts
Factor

Cargo Ton Miles (000)       197,110       193,104      2.1%

                      Delta Air Lines
                Year To Date Traffic Results

                            May-11        May-10   Change

RPMs (000):
Domestic                 45,407,237    45,450,322     (0.1%)
Delta Mainline          35,788,782    35,531,338      0.7%
Regional                 9,618,455     9,918,984     (3.0%)
International            29,629,071    28,277,889      4.8%
Latin America            5,730,215     6,027,058     (4.9%)
   Delta Mainline        5,649,846     5,893,852     (4.1%)
   Regional                 80,369       133,206    (39.7%)
Atlantic                15,046,475    13,994,682      7.5%
Pacific                  8,852,381     8,256,149      7.2%
Total System             75,036,308    73,728,211      1.8%

ASMs (000):
Domestic                 56,139,811    55,592,545      1.0%
Delta Mainline          43,462,987    42,778,721      1.6%
Regional                12,676,824    12,813,824     (1.1%)
International            39,051,367    35,277,506     10.7%
Latin America            7,556,811     7,765,318     (2.7%)
   Delta Mainline        7,434,866     7,585,189     (2.0%)
   Regional                121,945       180,129    (32.3%)
Atlantic                20,178,991    17,643,837     14.4%
Pacific                 11,315,565     9,868,351     14.7%
Total System             95,191,178    90,870,051      4.8%

Load Factor:
Domestic                      80.9%         81.8%     (0.9) pts
Delta Mainline               82.3%         83.1%     (0.8) pts
Regional                     75.9%         77.4%     (1.5) Pts
International                 75.9%         80.2%     (4.3) Pts
Latin America                75.8%         77.6%     (1.8) Pts
   Delta Mainline            76.0%         77.7%     (1.7) Pts
   Regional                  65.9%         74.0%     (8.1) Pts
Atlantic                     74.6%         79.3%     (4.7) Pts
Pacific                      78.2%         83.7%     (5.5) Pts
Total System                  78.8%         81.1%     (2.3) Pts

Passengers Boarded       64,596,124    63,679,712      1.4%

Cargo Ton Miles (000)       983,214       873,583     12.5%

                       About Delta Air Lines

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

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

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

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

                        *     *     *

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

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DIAZ ROAD: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Diaz Road Properties, LLC
        One Betterworld Circle, Suite 300
        Temecula, CA 92590

Bankruptcy Case No.: 11-28473

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbrb.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/cacb11-28473.pdf

The petition was signed by Paul Garrett, president of Redhawk
Communities, Inc., Debtor's sole member.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
RCI Regional Grove, LLC                11-22055   04/12/11


DREAMWEAVER HOSPITALITY: Case Summary & 3 Largest Unsec Creditors
-----------------------------------------------------------------
Debtor: Dreamweaver Hospitality, LLC
        dba Centennial House Bed & Breakfast
        26 Cordova Street
        Saint Augustine, FL 32084

Bankruptcy Case No.: 11-04141

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Jason A Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $965,137

Scheduled Debts: $1,686,567

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-04141.pdf

The petition was signed by Virgil Louis Stines, MGRM.


EL POLLO: Moody's Places 'Caa2' CFR on Review for Upgrade
---------------------------------------------------------
Moody's Investors Service placed El Pollo Loco, Inc.'s (El Pollo)
Caa2 Corporate Family and Probability of Default ratings on review
for possible upgrade. At the same time, Moody's assigned a B1
rating to the company's proposed $12.5 million first lien 5-year
senior secured revolver, a B2 rating to the $160 million first
lien 6-year senior secured term loan and Caa2 rating to the $110
million Second Lien 6.5- year senior secured notes. El Pollo's
existing instrument ratings were affirmed and will be withdrawn
once the transaction closes and the facilities terminated.

Ratings placed on review for possible upgrade:

   -- Corporate Family Rating at Caa2

   -- Probability of Default Rating at Caa2

Ratings assigned:

   -- $12.5 million first lien first-out senior secured revolver
      due 2016 at B1 (LGD1, 1%)

   -- $160 million first lien senior secured term loan due 2017 at
      B2 (LGD2, 28%)

   -- $110 million second lien senior secured notes due 2017 at
      Caa2 (LGD5, 78%)

Ratings affirmed and LGD assessments changed; to be withdrawn once
the proposed transaction closes:

   -- $12.5 million 1st lien senior secured revolving credit
      facility due 2012 at B1 (LGD1, 1%)

   -- $132.5 million 2nd lien senior secured notes due 2012 to B3
      (LGD2, 25%) from B3 (LGD2, 24%)

   -- $125 million ($106.5 million outstanding) senior unsecured
      notes due 2013 to Caa3 (LGD5, 70%) from Caa3 (LGD5, 75%)

   -- Speculative Grade Liquidity Rating at SGL-4

RATINGS RATIONALE

"The review for possible upgrade considers Moody's view that the
proposed refinancing will provide El Pollo with an extended debt
maturity schedule and a meaningful improvement in liquidity,"
stated John Zhao, an analyst at Moody's. "This will result in a
one-notch upgrade in El Pollo's Corporate Family Rating to Caa1
once the proposed transaction closes." The ratings on the new
refinancing debt securities were assigned based on the improved
CFR of Caa1 should the transaction transpire, subject to Moody's
review of final terms and conditions.

The review for possible upgrade also reflects Moody's more
favorable view of the company's revenue and earnings over the near
term. Moody's expects the deceleration of negative same stores
sales to continue, aided by the company's renewed focus on its
core chicken products and new marketing campaign. El Pollo's
revenue base should stabilize which would translate into improved
operating earnings. The potential interest expense savings as
contemplated by the refinancing would also result in better cash
flow from operation, part of which could be used to support future
store expansion or renovation which has been stalled in the past
few years. The rating action also incorporates the increased
likelihood that El Pollo can achieve and sustain EBIT/interest
near 1.0x, the targeted ratios required for a higher rating.
EBIT/Interest (incorporating Moody's analytical adjustments) for
the last twelve months ended March 31, 2011 was 0.7x. However, the
leverage is expected to remain high around 7.0x despite a modest
equity infusion. The rating also considers the still weak economy
particularly in El Pollo's home state -- California, intensified
competition in the QSR (quick service restaurant) segment and the
potential margin pressure due to rising commodity costs ( albeit
chicken prices are at depressed levels currently). The rating is
also constrained by the possibility of more store closure or delay
in developing new franchisee units given the still challenging
operating environment for El Pollo's franchisees.

Speculative Grade Liquidity Rating of SGL-4 which reflects the
current weak liquidity profile is subject to change upon closing
of the refinancing.

El Pollo Loco Inc, headquartered in Costa Mesa, California, is a
quick-service restaurant chain specializing in flame-grilled
chicken and other Mexican-inspired entrees. The company operates
or franchises approximately 405 restaurants primarily around Los
Angeles and throughout Southwestern US, and generated total
revenues of approximately $270 million in the last twelve months
ended March 31, 2011.

The principal methodology used in rating El Pollo Loco, Inc.'s was
the Global Restaurant Industry Methodology, published July 2008.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


ENVIRONMENTAL INFRASTRUCTURE: Buys 100% of Tower Turbines Stock
---------------------------------------------------------------
Environmental Infrastructure Holdings Corp has acquired 100% of
the stock of Tower Turbines, Inc.  Consideration paid for the sale
consisted of 2 million common stock shares with a 1-year
restriction period and a $50,000 3-year term note bearing 12%
interest annually.  Tower Turbines is focused on providing
renewable, green power generation by developing and
commercializing patentable processes using currently available
technologies to capture energy from water flow in existing and new
water towers.

                 About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.

The Company reported a net loss of $2.42 million on $3.27 million
of revenue for the year ended Dec. 31, 2010.

Michael T. Studer CPA P.C., in Freeport, New York, 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 incurred losses
for the years ended Dec. 31, 2010 and 2009 and has a deficiency in
stockholders' equity at Dec. 31, 2010.


ETC WORKSHOP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: ETC Workshop, Inc.
        303 W. 42nd Street, Suite 505
        New York, NY 10036

Bankruptcy Case No.: 11-12714

Chapter 11 Petition Date: June 3, 2011

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

Judge: Robert E. Gerber

Debtor's Counsel: Richard T. Sules, Esq.
                  STOCKSCHLAEDER, MCDONALD & SULES, P.C.
                  110 William Street, 25th Floor
                  New York, NY 10038
                  Tel: (212) 608-1911
                  Fax: (212) 608-2121
                  E-mail: rts@smspcny.com

Scheduled Assets: $2,367,307

Scheduled Debts: $6,316,310

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

The petition was signed by James Chladek, executive director.


EVERGREEN INT'L: S&P Rates First-Lien Credit Facility at 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Evergreen International Aviation Inc.'s (Evergreen) proposed new
first-lien credit facility (consisting of a $10 million revolving
credit facility and a $195 million first-lien term loan) with a
recovery rating of '1', indicating S&P's expectations of a very
high recovery (90% to 100%) of principal in the event of a payment
default. "At the same time, we assigned a 'CCC' rating to
Evergreen's extended second-lien credit facility with a recovery
rating of '6', indicating our expectation of a negligible recovery
(0% to 10%) in the event of a payment default," S&P said.

"Evergreen has been engaged in efforts to refinance its existing
credit facility since late 2010. On Dec. 9, 2010, we placed our
'CCC' corporate credit rating on Evergreen on CreditWatch with
positive implications, reflecting our belief that the company's
credit profile would improve if it successfully completed the
refinancing as proposed," said Standard & Poor's credit analyst
Lisa Jenkins. "At the time, the company hoped to refinance its
existing credit facility with a $10 million revolving credit
facility and a $195 million first-lien term loan. If Evergreen
completes its new proposed debt refinancing, we expect to raise
the corporate credit rating to 'B-' and remove the rating from
CreditWatch--assuming that the terms and conditions of the credit
facilities align with our current expectations."

"We characterize Evergreen's business risk profile as vulnerable
and its financial risk profile as highly leveraged. These
assessments reflect the company's participation in the cyclical,
competitive, and capital-intensive heavy airfreight business; its
highly leveraged capital structure; and liquidity that, while
improving, we still characterize as less than adequate. Offsetting
these challenges to some extent are the company's improved
financial performance in recent quarters, the modest improvement
in liquidity that we believe will result from this refinancing,
and the generally favorable near-term industry outlook. In
particular, we expect the airfreight business to benefit from
continuing solid military demand and further strengthening in
commercial demand driven by the recovering global economy," S&P
stated.

"We will monitor the progress and status of the bank negotiations
and will resolve the CreditWatch upon completion of the
refinancing process," Ms. Jenkins continued. "If the currently
proposed refinancing deal is concluded on terms and conditions
that are in line with current expectations, we expect to raise the
corporate credit rating to 'B-' once refinancing is complete."


EXTERRAN HOLDINGS: S&P Affirms 'BB' CCR; Outlook Revised to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Exterran Holdings Inc. to negative from stable. "We've also
affirmed the 'BB' corporate credit rating on the company," S&P
said.

"At the same time we affirmed the 'BBB-' issue rating (two notches
higher than the corporate credit rating) on Exterran's secured
debt (term loan and revolving facility). The recovery rating
remains '1', indicating our expectation of very high (90% to 100%)
recovery for lenders in the event of a default. We also affirmed
the 'BB' issue ratings on the company's 7.25% senior notes and
4.75% convertible senior notes. The recovery rating on the senior
notes is '3', indicating meaningful (50% to 70%) recovery for
lenders in the event of a default, and the recovery rating on the
convertible senior notes is '4', which indicates average (30% to
50%) recovery if there is a default," S&P related.

"Finally, we affirmed the 'B+' rating (two notches lower than the
corporate credit rating) on Exterran's 4.25% convertible senior
notes. The recovery rating is '6', indicating our expectation of
negligible (0% to 10%) recovery in the event of a default," S&P
said.

"Exterran's operating performance has deteriorated through 2010
and into 2011 because of soft conditions in its North American
contract compression business," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos. "At the same time, revenues for
the company's international fabrication business have remained
flat despite strong crude prices." Because of these factors, we
expect EBITDA to remain at current levels, which results in the
company's total adjusted debt/EBITDA to remain about 4x through
2011. We have also lowered the company's business profile and
established a new total debt to EBITDA target of 3.5x from our
previous target of 4x. We would revise the outlook to stable if
debt/EBITDA drops below 3.5x on a sustained basis."

The ratings on Exterran Holdings Inc. reflect the company's
participation in the highly competitive, capital-intensive natural
gas compression services industry; the company's leveraged
financial profile; and the master limited partnership (MLP)
structure of Exterran's growing subsidiary, Exterran Partners L.P.
(EXLP). The ratings also incorporate Exterran's exposure to
production versus exploration, the company's large share of the
domestic contract compression market, and its business and
geographic diversity. As of March 31, 2011, Exterran had
approximately $1.79 billion in debt outstanding, adjusted for
accrued interest and operating leases.

"The negative outlook on Exterran is based on our expectation that
consolidated debt to EBITDA could stay above 3.5x through 2011. A
revision to a stable outlook is contingent on the company's
improving its operating margins and having a debt to EBITDA ratio
below 3.5x on a consistent basis. In the event the company
exhibits continuing deterioration in its operating margins or cash
flow, or if leverage increases to more than 4.25x because of
operational issues, shareholder friendly actions, or debt-financed
acquisitions, we may lower the ratings," S&P stated.


FBFSA LLC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: FBFSA, LLC
        2755 Bristol St., No. 140
        Costa Mesa, CA 92626

Bankruptcy Case No.: 11-18024

Chapter 11 Petition Date: June 6, 2011

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

Judge: Theodor Albert

Debtor's Counsel: Mike D. Neue, Esq.
                  THE LOBEL FIRM, LLP
                  840 Newport Center Dr., Suite 750
                  Newport Beach, CA 92660
                  Tel: (949) 999-2868
                  Fax: (949) 836-3530
                  E-mail: mneue@thelobelfirm.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 Sacramento       Line of Credit         $1,552,970
Attn: Managing Agent,
Officer or Agent
1750 Howe Ave.,
Ste. 100
Sacramento, CA 95825

The petition was signed by Dale A. Williams, sole member.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Dale A. Williams                       11-17595   05/27/10


FIDDLER'S CREEK: Employs Integra Realty as Appraiser
----------------------------------------------------
The U.S. Bankruptcy Court of the Central District of Florida has
approved Fiddler's Creek, LLC's application to employ Carlton J.
Lloyd and Integra Realty Resources as appraiser.

                    About Fiddler's Creek

Each of Fiddler's Creek, LLC, and its affiliates owns, operates or
is otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime
land in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-03846) on Feb. 23, 2010.  Attorneys
at Genovese Joblove & Battista, P.A., and at Woodward,Pires &
Lombardo PA represent the Debtors.  Judge Alexander L. Paskay
presides over the case.  The Company estimated assets and debts at
$100 million to $500 million.

The Official Unsecured Creditors' Committee is represented by Paul
S. Singerman, Esq., Jordi Guso, Esq., and Debi Evans Galler, Esq.,
at Berger Singerman PA, in Miami, Florida.


FISHER ISLAND: Examiner Wants to Hire Greenberg Traurig as Counsel
------------------------------------------------------------------
James S. Feltman, the appointed examiner in the involuntary
Chapter 11 bankruptcy cases of Fisher Island Investments, Inc.,
Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc.,
asks authority from the U.S. Bankruptcy Court in Miami to retain
Greenberg Traurig, P.A., as counsel for the Examiner effective
May 20, 2011.

As counsel, Greenberg Traurig will assist the Examiner in
faithfully executing his duties pursuant to Section 1106(a) of the
Bankruptcy Code to render these services:

     a. taking all necessary actions to assist and advise the
        Examiner with respect to his retention and the retention
        of other professionals to be retained by the Examiner
        and the discharge of his duties and responsibilities
        under the Examiner Order and the Bankruptcy Code in the
        Chapter 11 Cases;

     b. assisting the Examiner in preparing pleadings and
        applications as may be necessary in the discharge of the
        Examiner's duties;

     c. representing the Examiner at all hearings and other
        proceedings before this Court, any appellate courts,
        and the United States Trustee; and advocating and
        protecting the interests of the Examiner before such
        courts and the United States Trustee;

     d. representing the Examiner in any dealings he may have
        with various governmental and regulatory authorities;

     e. representing the Examiner in any dealings he may have
        with the Alleged Debtors, general creditors or any
        third party concerning matters related to the Alleged
        Debtors' estates;

     f. assisting the Examiner in preparing his work plan and
        budget;

     g. assisting the Examiner in retaining and directing the
        work of forensic accountants and investigative
        personnel;

     h. assisting with interviews and examinations in connection
        with the Investigation;

     i. assisting the Examiner in preparing his report; and

     j. performing all other necessary legal services and
        providing all other necessary legal advice to the
        Examiner in connection with the Chapter 11 Cases
        including assisting the Examiner in undertaking
        additional tasks that the Court may direct.

Compensation will be payable to Greenberg Traurig on an hourly
basis, plus reimbursement of actual, necessary expenses and other
charges incurred by the firm.  The current rates applicable to the
principal attorneys and paralegals are:

     James P.S. Leshaw      $725 per hour
     Ari Newman             $315 per hour
     Maribel R. Fontanez    $205 per hour

Other attorneys and paralegals may render services to the Examiner
as needed.  Generally, Greenberg Traurig's hourly rates are:

    Professionals            Hourly Rates
    -------------            ------------
    Shareholders             $355 - $1,100
    Associates               $150 - $675
    Paralegals               $40  - $310

James P.S. Leshaw, Esq., a principal shareholder of Greenberg
Traurig, P.A., assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Fisher Island

Solby+Westbrae Partners; 19 SHC, Corp.; Ajna Brands, Inc.;
601/1700 NBC, LLC; Axafina, Inc.; and Oxana Adler, LLM, filed an
involuntary Chapter 11 petition against Miami Beach, Florida-based
Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-
17047) on March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).


FLORIDA WASH: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Florida Wash Design, LLC
        11227 US 19
        Port Richey, FL 34669

Bankruptcy Case No.: 11-10835

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Christopher C. Todd, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES, et al
                  400 N. Ashley Drive, Suite 1500
                  Tampa, FL 33602
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: chris@mcintyrefirm.com

Scheduled Assets: $748,500

Scheduled Debts: $1,954,517

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-10835.pdf

The petition was signed by Jeff A. Bonynge, managing member.


FOREVER CONSTRUCTION: Has Until June 17 to File Chapter 11 Plan
---------------------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois extended Forever Construction,
Inc.'s exclusive periods to file and solicit acceptances for a
proposed Cchapter 11 plan until June 17, 2011, and Aug. 16,
respectively.

Waukegan, Illinois-based Forever Construction, Inc., filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-33276) on July
27, 2010. Joel A. Schechter, Esq., assists the Debtor in its
restructuring effort.  The Debtor tapped Jon P. Morgan of InTerra
Realty as its real estate sales agent.  The Debtor estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.  No creditors committee has been appointed in the case.


FRE REAL ESTATE: Court Grants NexBank Relief From Stay
------------------------------------------------------
Bankruptcy Judge Michael D. Lynn granted Highland Capital
Management, L.P., as agent for NexBank, conditional relief from
the automatic stay in the bankruptcy case of FRE Real Estate, Inc.
The Court said it is not equitable to force the Bank, the Debtor's
mortgage lender, to finance the Debtor's case pending resolution
of issues that must resolve favorably for the Bank to be fully
secured and so fully satisfied -- as required by Bankruptcy Code
Sec. 1129(b) -- under a plan of reorganization.

Pursuant to the Court's order, the automatic stay would terminate
at 10:00 a.m. local time on June 7, 2011, to permit the Bank to
conduct a foreclosure sale of the Fenton Centre owned by the
Debtor and other collateral, unless, prior to such time, the
Debtor's former owner, Transcontinental Realty Investors, Inc., or
one or more of its affiliates deposit in the Court's registry
$800,000, in the form of cash -- or a cash equivalent satisfactory
to the court -- in which event the stay will continue.

The Court Order further provides that the stay will terminate to
permit the Bank to post for foreclosure and sell at an October
foreclosure sale the Fenton Centre and the other collateral unless
on or before Sept. 12, 2011, TCI or one or more of its affiliates
deposits in the Court registry an additional $6,000,000.  If TCI
satisfies the Court prior to Sept. 12, 2011, that it has dedicated
$6,000,000 -- in addition to the Deposit -- to the Debtor's
rehabilitation, then the stay will continue.

Unless the Debtor confirms a plan of reorganization that provides
a recovery acceptable pursuant to Bankruptcy Code Sec. 1126(c) to
non-insider unsecured creditors by Dec. 31, 2011, the stay will
terminate for all purposes on Jan. 1, 2012.  The dates may be
extended by the Court to allow full consideration of any
objections to the Debtor's plan or disclosure statement which
Highland or the Bank may interpose.

The Deposit will be refundable to TCI or any of its affiliates
only in the event the Bank (1) itself proposes and confirms a plan
of reorganization; or (2) acts in bad faith with respect to (a)
the Debtor's efforts to enter into a lease with Hospital
Corporation of America, or with Pillar Income Asset Management or
Regis Property Management, or (b) the Debtor's efforts to enter
into and consummate a contract for sale of the Debtor's vacant
land.

Highland argued that the automatic stay should be terminated to
allow it to foreclose on the Fenton Centre and the other
collateral because (1) the Debtor lacks equity in its real
property and will be unable to reorganize effectively; and (2) the
Debtor's chapter 11 case, like its first case, was a bad faith
filing.

On the Petition Date, the Debtor scheduled its debt to the Bank in
the amount of $60,400,000.

With the exception of the Fenton Centre, the Debtor's properties
produce no cash flow.  The Fenton Centre is 50% occupied, though
one major tenant, BCD Travel, will be vacating its space at the
end of July.  BCD Travel's space represents 45,158 square feet, or
approximately 6% of the Fenton Centre's leasable space.  The cash
flow from the Fenton Centre should be sufficient, after operating
expenses, to pay to the Bank its contract interest rate.

A copy of the Court's June 6, 2011 Memorandum Opinion and Order is
available at http://is.gd/EP7PETfrom Leagle.com.

                     About FRE Real Estate

Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real
Estate, Inc., owns a commercial real estate complex comprising two
seven-story office towers totaling approximately 696,458 square
feet and two five-level parking garages located at 1501-1503 and
1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234.

FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 11-42042) on April 4, 2011.  Robert A. Simon,
Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $70,635,902 in assets
and $66,887,513 in liabilities as of the Chapter 11 filing.

The Debtor intends to recast the mortgage through a plan note with
a longer maturity, at the same interest rate.  Alternatively, the
Debtor may elect to sell the Property in a controlled liquidation.
Because the mortgage grants a lien on the rents and other charges
generated by the Property, NexBank has a lien on the Debtor's
cash.

FRE Real Estate previously filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 11-30210) on Jan. 4, 2011.
John P. Lewis, Jr., Esq., served as the Debtor's bankruptcy
counsel.  Wells Fargo Capital Finance, a major secured creditor of
the Debtor, however, asked the Bankruptcy Court to dismiss the
Debtor's Chapter 11 bankruptcy case on the grounds that the
petition was filed in bad faith.

Bankruptcy Judge Barbara J. Houser agreed to dismiss the case,
acknowledging that there was no "good business justification" for
TCI Texas Properties LLC to transfer 10 properties securing the
Wells Fargo loan to FRE -- and at the same time other affiliates
of TCI transferring numerous properties to FRE -- then later have
FRE file for bankruptcy.  Judge Houser said that absent the "new
debtor syndrome", bankruptcy law would have put each mortgage
lender "substantially in control, if not in complete control."

To date, no committee of unsecured creditors has been appointed.


FREESCALE SEMICONDUCTOR: Moody's Rates New Unsec. Notes at Caa2
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Freescale
Semiconductor, Inc.'s proposed $750 million 9-year senior
unsecured notes offering. All other ratings remain unchanged,
including B3 Corporate Family Rating and a Positive rating
Outlook. The new notes will be pari passu to the existing senior
unsecured debt, also rated Caa2. Net proceeds together with cash
are expected to be used to retire the 9.125%/9.875% senior
unsecured PIK-election notes due 2014 and to redeem a portion of
the 8.875% senior unsecured notes due 2016. Moody's will withdraw
the rating on the PIK-election notes upon their full retirement.
The assigned ratings are subject to review of final documentation
and no material change in terms and conditions of the transaction
as advised to Moody's.

RATINGS RATIONALE

Moody's views favorably this refinancing and extension of
Freescale's maturity profile. Upon closing of the transaction,
near-term debt maturities will be more manageable consisting of
$57 million senior unsecured floating rate notes due 2014. As
Freescale's senior secured revolving facility due in 2012 ($532
million outstanding as of April 1, 2011) has been paid off in full
with the proceeds from the recent IPO, Freescale will not have any
meaningful debt maturities until 2016 except for the remaining
portion of the 8.875% senior unsecured notes (pro forma for the
transaction $298 million).

The B3 CFR is constrained by still highly leveraged capital
structure with adjusted total debt to EBITDA of 7.1x as of April
1, 2011; thin, albeit improving, interest coverage (EBIT/Interest
Expense of 0.8x as of April 1, 2011); and lack of broad-based and
sizable exposure across end markets. The rating is supported by
Freescale's strong market leadership positions and rich product
portfolio characterized by technological breadth, as well as its
"asset-light" model that allows it to quickly reduce expenses and
capex in response to weak market conditions.

Assignments:

   -- $750 Million Senior Unsecured Notes due 2020 -- Caa2 (LGD-5,
      80%)

The principal methodology used in rating Freescale was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Austin, TX, Freescale Semiconductor, Inc. designs
and manufactures embedded semiconductors for the automotive,
networking, industrial and consumer markets. Revenues and EBITDA
(Moody's adjusted) for the twelve months ended April 1, 2011 (LTM)
were $4.6 billion and $1.1 billion, respectively.


FREESCALE SEMICONDUCTOR: S&P Rates Proposed $750MM Notes at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' senior
unsecured rating to Freescale Semiconductor Inc.'s proposed $750
million notes due 2020. The recovery rating on the notes is '6',
indicating negligible prospects (0%-10%) for recovery in the event
of a payment default. All existing ratings are unchanged,
including the 'B' corporate credit rating and stable outlook, as
Freescale intends to use the proceeds to refinance existing senior
unsecured debt. While maturities are extended to 2020 from 2014
with the new issue, leverage remains high.

Ratings List

Freescale Semiconductor Inc.
Corporate Credit Rating       B/Stable/--

New Rating

Freescale Semiconductor Inc.
Senior Unsecured
  $750 mil notes due 2020      CCC+
   Recovery Rating             6


GARDENS OF GRAPEVINE: Palmeiro Real Estate Project in Chapter 11
----------------------------------------------------------------
Gardens of Grapevine Development LP, a real estate development
managed by former Major League Baseball player Rafael Palmeiro,
filed for Chapter 11 protection (Bankr. N.D. Tex. Case No.
11-43260) on June 6 in Fort Worth, Texas.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Debtor owns 192 acres of undeveloped land in
Grapevine, Texas.  There is a contract for the sale of some of
the property, a court filing says.  The petition claims the
assets are valued at more than $50 million while debt is less
than $50 million.


GARY PHILLIPS: Hearing on Exclusivity Extensions Set for June 21
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
will convene a hearing on June 21, 2011, at 9:00 a.m., to consider
Gary Phillips Construction, LLC's request to extend its exclusive
periods to propose and solicit acceptances for a Chapter 11 plan.

The Debtor asked that the Court extend for 45 days from June 4,
2011, its exclusive period to file a proposed chapter 11 plan.
The Debtor said that it would show that it needs the additional
time to promulgate its plan of reorganization and that it must be
able to file its plan within the time period.

At the hearing, the Court will also consider various objections of
creditors and parties-in-interest -- TriSummit Bank, First
Tennessee Bank National Association, and Citizens Bank -- to the
Debtor's motion.  Regions Bank said that the Debtor failed to make
a prima facie showing as to why it needs additional time to
promulgate its Plan of Reorganization.

                  About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Court denied the application to employ Crye-Leike
Realtors as realtor.  In its schedules, the Debtor disclosed
$13,255,698 in assets and $7,614,399 in liabilities as of the
Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GEORGE BAVELIS: Suit v. Ted Doukas et al. Stays in Bankr. Court
---------------------------------------------------------------
Bankruptcy Judge John E. Hoffman tossed a request to dismiss,
transfer, remand or abstain from hearing the lawsuit, George A.
Bavelis, v. Ted Doukas, et al., Adv. Proc. No. 10-2508 (Bankr.
S.D. Ohio).  The issue before the Court at this stage of the
litigation is not whether the Debtor's claims for relief have
merit, but rather whether the Court should adjudicate those claims
at all.  The claims arise out of transactions between the Debtor
and companies with which he is affiliated, on the one hand, and
Mahammad Qureshi, Ted Doukas, Masroor Rab and companies with which
they are affiliated, on the other.

The Debtor seeks relief against Qureshi, Doukas and Rab, as well
as against other defendants, under both the Bankruptcy Code and
Florida law.  Among other things, the Debtor requests, pursuant to
11 U.S.C. Sections 544(b) and 548, the avoidance of certain
transfers that he alleges were constructively fraudulent and the
recovery of the property transferred, or its value, for the
benefit of his bankruptcy estate under Sec. 550.

In response, Qureshi, Doukas, Rab and certain of the other
defendants ask the Court to dismiss, transfer, remand or abstain
from hearing the adversary proceeding. In so doing, they assert
several legal theories, including lack of subject-matter and
personal jurisdiction, improper venue, mandatory and permissive
abstention and equitable remand.

Judge Hoffman held that the Court has core subject-matter
jurisdiction over the Debtor's causes of action brought pursuant
to the Bankruptcy Code and related-to jurisdiction over his state
law claims.  The Court also finds that venue of the adversary
proceeding is proper in the Southern District of Ohio, that
transfer to another district is not warranted and that abstention
and remand also are not appropriate.  Likewise, the Qureshi
Defendants' arguments do not support their requests that the Court
dismiss the adversary proceeding based on a lack of personal
jurisdiction.

A copy of the Court's May 31, 2011 Memorandum Opinion and Order is
available at http://is.gd/uQ0Runfrom Leagle.com.

                       About George Bavelis

George A. Bavelis filed for Chapter 11 bankruptcy (Bankr. S.D.
Ohio Case No. 10-58583) on July 20, 2010.  Mr. Bavelis' assets
include a brokerage account opened in 2005 with Fifth Third
Securities, Inc., in Columbus, Ohio ($11.4 million); business
assets of an unspecified value; and real property in Columbus for
more than 24 years ($435,000).


GENERAL GROWTH: S&P Affirms 'BB+' Corporate; Outlook Now Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on General
Growth Properties Inc. (GGP) and on the company's subsidiary, The
Rouse Co. L.P., to positive from stable. "At the same time, we
affirmed the 'BB' corporate credit ratings on the two companies.
We also affirmed the 'BB+' credit rating and '2' recovery rating
on Rouse's $1.65 billion senior unsecured debt issues. These
ratings are unsolicited," S&P stated.

"The outlook revision reflects actions GGP is pursuing to address
competitive shortcomings and reduce financial risk and the
possibility that we could upgrade the company if there is
demonstrated improvement in key operating metrics," said S&P.

GGP emerged from Chapter 11 bankruptcy protection on Nov. 9, 2010,
after completing one-and-a-half years of restructuring. "Our
unsolicited ratings on GGP reflect the company's satisfactory
business risk position as a major U.S.-based mall owner, but also
take account of challenges the company faces in improving its
operating performance. In addition, we view the company's
degree of financial risk as aggressive," S&P noted.

S&P could consider an upgrade if GGP can:

    * Make significant headway in boosting rent spreads and
      permanent occupancy at its malls while divesting remaining
      noncore assets;

    * Reduce debt by at least $1 billion compared with year-end
      2010 levels (including its pro rata share of unconsolidated
      joint venture borrowings); and

    * Limit the extent of additional share repurchases.

"In this regard, progress toward achieving adjusted debt/EBITDA of
less than 8.0x and fixed-charge coverage of greater than 2.0x will
be important, in our view. On the other hand, the ratings could be
jeopardized if there were aggressive share repurchases or
investments not funded by a combination of internal cash flow,
asset dispositions, or equity issuance," S&P added.


GENERAL MOTORS: Creditors Sue Treasury Over Rights to $1.5BB Suit
-----------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that former General Motors creditors are suing the U.S.
Treasury and Export Development Canada, the government entities
that funded GM's bankruptcy, to prevent them from laying claim to
any proceeds from a $1.5 billion lawsuit the creditors filed
leveled against J.P. Morgan Chase & Co. and other lenders.  The
creditors seek a ruling that says the Treasury and EDC have no
rights to a lawsuit against the banks.

DBR recounts that as part of the deal that allowed most of GM's
assets to be sold out of bankruptcy to the entity that became the
new General Motors Co., the U.S. and Canadian governments repaid
$1.5 billion owed to GM's secured lenders led by J.P. Morgan.  But
shortly after that agreement was in place, the unsecured creditors
found evidence that those loans were not properly secured and
filed suit in July 2009.

According to DBR, the creditors say the lenders terminated the
lien that secured their loan before the sale was finalized. The
lenders' claims, the creditors say, were unsecured and shouldn't
have been paid.  Instead, the collateral that secured those loans
should have been the property of unsecured creditors, the
creditors say.

DBR notes J.P. Morgan has balked at those claims, saying the
paperwork terminating the lien was filed "without authority" by a
paralegal and shouldn't be recognized.

DBR notes the JPMorgan lawsuit was put on hold as GM's bankruptcy
estate crafted a liquidation plan.  Now that the plan has been
approved, a trust has been established to pursue the suit.

But before going forward, according to DBR, the creditors say they
must know that their members, and not the Treasury, will be the
beneficiary.  If the creditors successfully prosecute the suit but
the Treasury snaps up the payment, creditors will not only miss
out on a $1.5 billion pay day but will also have to share their
recovery from the case -- stock and warrants in the reorganized GM
-- with the lenders who would join the ranks of unsecured
creditors.  That would dilute the value of those shares and
warrants, creditors say.

If creditors are not entitled to the proceeds of the suit, "they
may be better off discontinuing the litigation," the creditors
said, according to DBR.

According to DBR, the creditors point out that in the loan
agreements that the Treasury itself drafted in 2009, the federal
government "released any and all claims" it may have against GM's
pre-bankruptcy lenders and therefore has no rights to demand
possible lawsuit proceeds two year later.

DBR relates that Treasury indicated in earlier court papers
that the $1.5 billion loan repayment was part of the larger
$33.3 billion bankruptcy loan it extended to GM to prevent its
collapse in bankruptcy. If the payment to lenders was unjustified,
the Treasury says the funds should be returned to the governments.

According to DBR, a Treasury spokesman declined to comment. An
Export Canada spokesman did not respond to a request for comment.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.


GEORGIA-PACIFIC: Fitch Lifts Rating on Unsec. Bonds/Notes to BB+
----------------------------------------------------------------
Fitch Ratings has upgraded these ratings of Georgia-Pacific LLC
(GP):

   -- Issuer Default Rating (IDR) to 'BBB-' from 'BB+';

   -- Senior secured revolver to 'BBB' from 'BBB-';

   -- First lien term loans to 'BBB' from 'BBB-';

   -- Guaranteed senior unsecured notes to 'BBB-' from 'BB+'; and

   -- Senior unsecured bonds/notes to 'BB+' from 'BB'.

The ratings upgrade is based on GP's history of and dedication to
debt reduction and the likelihood of further debt reduction. The
Rating Outlook is Stable.

GP finished 2010 by repaying some $785 million in debt, marking
five years of consecutive debt reduction since its acquisition by
Koch Industries. EBITDA topped $3.4 billion on a 7.1% increase in
sales, and leverage metrics declined to 2.7 times (x) net
debt/EBITDA. The star performer in 2010 was GP's Packaging
business whose EBITDA rose 70% from the prior year. Packaging
benefited from a 13% increase in containerboard volumes, product
from the Alabama River mills acquired in 2010, a $110/ton
industry-wide increase in linerboard list prices and a similar
$100/tonne increase in pulp list prices.

For 2011 Fitch expects that a 5% increase in EBITDA, again
attributable mostly to GP's packaging business, notably pulp
exports, plus cash on the balance sheet will finance a $1.0
billion repayment of debt. Earnings from GP's consumer products
business (tissue) are expected to decline slightly owing to cost
inflation in energy and chemicals. No significant improvement is
expected in the earnings from building products because of the
malaise in home construction. Leverage metrics are expected to
improve to 2.3x net debt/EBITDA with interest coverage increasing
to 5.8x by the close of 2011.

Upside to Fitch expectations could come from price initiatives in
tissue products after subtracting promotional activities. Both
Proctor & Gamble and Kimberly-Clark have reportedly announced
price increases of 5% and 7%, respectively, on toilet paper and
paper towels. In addition Cascades and Krueger are reported to
have raised prices by 7.5% while the five largest 'away from home'
tissue producers have announced price increases of 6%-9%. All pave
the way to a larger revenue line in 2011 -- that increase flowing
through to EBITDA and cash flow.

GP will likely address the upcoming maturities of its two term
loans and its revolver in the near future. GP generates around
$1.0 billion in free cash flow per year, but secured term loans of
$2.3 billion and $1.0 billion (less a small amount of
amortization) mature in December of 2012 and 2014, respectively.
GP also has a little over $800 million in bonds maturing this
year, and its secured revolver of $1.25 billion which is undrawn
comes due in October 2012. Absent additional sources of capital,
it is likely that GP will look to the bond and/or bank markets for
additional finance within the next twelve months. Both have been
receptive in the past. In the interim liquidity is ample with
roughly $2.8 billion in funds available at the close of this past
first quarter, $1.1 billion of that in cash. Total debt at the end
of the first quarter stood at $9.8 billion.

GP must also pay for ongoing asbestos settlements and
environmental remediation costs. Fitch estimates that these amount
to less than $200 million per year and have already been included
in arriving at free cash flow. GP reports that it is in compliance
with the financial tests within its revolver, which include a
maximum leverage ratio and a minimum interest coverage ratio.

Further ratings upgrades will depend on added debt reduction. This
ability is currently hindered by the performance of GP's Building
Products sector which in time will turn into a more significant
source of cash flow.


GGC SOFTWARE: S&P Assigns Preliminary 'B' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Wilmington, Del.-based software and
service provider GGC Software Holdings LLC. Its subsidiaries,
Lawson Software Inc. and SoftBrands Inc., are co-borrowers. The
outlook is stable.

"At the same time, we assigned a preliminary 'B+' issue-level
rating and preliminary '2' recovery rating to the company's $1.04
billion first-lien credit facilities and a preliminary 'B-' rating
and preliminary '5' recovery rating to its $560 million senior
unsecured notes. Newly issued debt, along with approximately $560
million of new sponsor equity from Golden Gate Capital, will be
used to purchase the company and to refinance existing debt," S&P
continued.

"Our preliminary ratings on GGC Software Holdings reflect the
company's highly leveraged capital structure, with pro forma debt
to EBITDA in the 7x area," said Standard & Poor's credit analyst
Philip Schrank, "and declining to the mid-6x area as the company
realizes cost-saving synergies over the coming year." Its
recurring revenue base, positive cash flows through the recent
downturn, and recognized product strength somewhat offset this
factor.


GNP RLY: Antoinette M. Davis Withdraws as Debtor Counsel
--------------------------------------------------------
Antoinette M. Davis formerly of Crocker Law Group PLLC withdrew as
the counsel of GNP Rly, Inc., in its bankruptcy proceeding
effective May 19, 2011.

Shelly Crocker, Jamie J. McFarlane, and the law firm of Crocker
Law Group PLLC, in Seattle, Washington continue as attorneys of
record for the Debtor.

Three creditors filed on Feb. 2, 2011, an involuntary petition
(Bankr. W.D. Wash. Case No. 11-40829) to force GNP Rly, Inc., into
Chapter 11 bankruptcy.  James E. Dickmeyer, Esq., at James E.
Dickmeyer, P.C., in Kirkland, Washington, represents the
petitioners.  Creditors who signed the Chapter 11 petition are
Ballard Terminal Railroad Company, owed $110,800 for freight
services; Marketing Philharmonic LLC, owed $48,466, and San
Clemente Technical Co., owed $15,200.


GRAND CENTRAL BUILDING: Suit v. Guarantors Stays in Bankr. Court
----------------------------------------------------------------
Bankruptcy Judge Patrick M. Flatley denied the defendants' request
to dismiss the lawsuit, First United Bank and Trust, v. Monroe P.
Warner, Jane M. Warner, Andrew M. Warner, Deborah L. Warner, Julie
Knotts f/k/a Julie K. Warner, Kristian E. Warner, and Joyce G.
Warner, Adv. Proc. No. 10-68 (Bankr. N.D. W.Va.).

First United Bank and Trust loaned Grand Central Building, LLC,
$2,200,000 on August 31, 2000.  As of May 27, 2010, First United
contends that the Debtor was in default and the amount owed on the
loan as of that date was $1,083,125.40.  Monroe, Jane, Andrew,
Deborah, Krisitan, and Joyce Warner, along with Julie Knotts, all
signed individual commercial guarantees of the Debtor's
performance and prompt payment.

First United filed the adversary proceeding seeking judgment
against the Warners on their commercial guarantees.  The Warners
seek to dismiss First United's adversary complaint on the basis
that the Court lacks subject matter jurisdiction to adjudicate a
dispute between a creditor of the Debtor and non-debtor parties.

The Bankruptcy Court, however, finds that First United's adversary
complaint against the Warners, who guaranteed the Debtor's
obligations to First United, is "related to" the Debtor's
bankruptcy case because the outcome of First United's complaint
has "conceivable effects" on the administration of the Debtor's
bankruptcy estate.  A copy of the Court's June 7, 2011 Memorandum
Opinion is available at http://is.gd/K0UzXCfrom Leagle.com.

Grand Central Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. N.D. W.Va. Case No. 10-00638) on Feb. 19, 2010.  It is
owned by Kristian Warner (25%), Ben Warner (25%),1 Mac Warner
(25%), and Monty Warner (25%).  Related Chapter 11 cases were
filed for Augusta Apartments, LLC (Case No. 10-00303), and McCoy
6, LLC (Case No. 09-00304).  The principals of Grand Central
Building are also principals of Augusta Apartments and McCoy 6.

Morgantown, West Virginia-based Augusta Apartments estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.

Following a court hearing on July 21, 2010, a Chapter 11 trustee
was appointed in all three cases.


GSC GROUP: Ch.11 Trustee Strikes Deal to Sell Assets to Lenders
---------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that James L. Garrity Jr., the Chapter 11 trustee for GSC
Group Inc., formalized a deal to sell the hedge-fund manager's
assets to lenders in a bid to kill a rival restructuring plan and
to appease "frustrated and anxious" investors.

DBR relates the deal is composed of two separate sales:

     (2) The first is largely the same sale that GSC sought to
         close after an October auction of its investment
         management business. Then and now, lead lender Black
         Diamond Capital Management LLC offered to forgive
         $224 million in secured debt, issue a $6.7 million
         promissory note and $5 million in cash.  The note and
         cash will be applied to the lenders' secured claims so
         that the deal effectively wipes $235.7 million in debt
         off GSC's books.

     (2) Under the second sale, the lenders will forgive the rest
         of the debt in exchange for much of the remaining assets
         of GSC, whose funds invest in distressed debt as well as
         U.S. and European corporate loans and other securities.

The Court will hold a preliminary hearing on the proposed sale on
June 29.

The report relates the deal leaves behind $18.6 million in cash
that the Chapter 11 Trustee can use to wind down the Chapter 11
case, cover legal fees and pay back creditors through a Chapter 11
plan.  Unsecured creditors are expected to see about $4.6 million
of that cash, unlike a rival Chapter 11 plan put forth by a
minority group of GSC's lenders.

According to DBR, those lenders, which hold a noncontrolling stake
in the secured debt and include Credit Agricole Corporate and
Investment Bank and General Electric Capital Corp., filed their
own plan for the company in April after months of fighting to
block controlling lender Black Diamond from buying GSC's assets.
Under that plan, the lenders would pay Black Diamond's share of
secured debt in full and in cash. They'd pay themselves any
remaining cash, new common stock in the restructured GSC and an
affiliate, and a share of $160 million in new senior notes.
Unsecured creditors wouldn't be likely to recover anything, and
previous GSC bidder Sankaty Advisors LLC would provide "certain
investment advisory services" for GSC.

The report relates the Chapter 11 Trustee said the lack of
recovery for unsecured creditors alone makes that rival plan
"inferior" to the sale he's pitching.  The Chapter 11 Trustee also
said that plan contains such "unacceptable contingencies" as a
protracted and expensive battle to confirm the plan that could
lead nervous investors to withdraw their money and employees to
quit their jobs.

DBR notes the terms of the proposed sale preserve the
noncontrolling lenders' right to sue Black Diamond in state court
over the propriety of its actions throughout the bankruptcy.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.

The Non-Controlling Lender Group is represented by:

          Evan C. Hollander, Esq.
          Abraham L. Zylberberg, Esq.
          WHITE & CASE LLP
          New York, NY 10036-2787
          Tel: (212) 819-8200
          Fax: (212) 354 8113
          E-mail: ehollander@whitecase.com
                  azylberberg@whitecase.com


HEARUSA INC: U.S. Trustee Appoints 5-Member Creditors' Panel
------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, under 11
U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors
who are willing to serve on the Official Committee of Unsecured
Creditors of HearUSA, Inc.

The Creditors Committee members are:

      1. Susan Andera Tornblom
         Finance Director
         Committee Chairperson
         Hansaton Accoustics Inc.
         15650 36th Avenue North
         Suite 110
         Plymouth, MN 55435
         Tel: (763) 331-3784
         Fax: (763) 331-3073
         E-mail: susan.tornblom@hansaton.com

      2. Chad Evers
         Phonak LLC
         4520 Weaver Parkway
         Warrenville, IL 60555
         Tel: (630) 821-5201
         Fax: (630) 393-7400
         E-mail: chad.evers@phonak.com

      3. Cheryl Palacios, Assistant
         Family Hearing Aid Center
         309 Nolana
         Suite 1-W
         McAllen, TX 78504
         Tel: (956) 630-4327
         Fax: (956) 630-4461
         E-mail: littlesummit@yahoo.com

      4. Daniel Stansky, COO
         JKG Group
         990 Rogers Circle
         Suite 8
         Boca Raton, FL 33487
         Tel: (561) 628-6927
         Fax: (866) 537-0425
         E-mail: dstansky@jkggroup.com

      5. Matthew E. Lahood
         Dalco Contingency, LLC
         1595 Peachtree Parkway
         Suite 204-338
         Cumming, GA 30041
         Tel: (678) 687-1435
         Fax: (775) 490-5812
         E-mail: mlahood@dalcoinc.com

                       About HearUSA, Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor selected
Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor; and AlixPartners LLC, as communications consultant.
Trustee Services, Inc., serves as claims and notice agent.


HEARUSA INC: Committee Proposes Ehrenstein Charbonneau as Counsel
-----------------------------------------------------------------
HearUSA, Inc., seeks permission from the U.S. Bankruptcy Court of
Southern District of Florida to retain Ehrenstein Charbonneau
Calderin as committee counsel.

Ehrenstein Charbonneau, will, among other things:

   a. give advice to the Committee with respect to its powers
      and duties as Committee;

   b. represent the Committee in all proceedings before this
      Court; and

   c. prepare and review motions, pleadings, orders, applications,
      adversary proceedings, and other legal documents arising in
      the case.

HearUSA, Inc. will charge the Debtors' estates in accordance with
its customary hourly rates.  The firm's hourly rates are:

      Personnel                     Hourly Rate
      ---------                     ----------
      Attorneys                     $150-425
      Associate attorneys           $150-330
      Paralegals                     $75-115

                       About HearUSA, Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor selected
Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor; and AlixPartners LLC, as communications consultant.
Trustee Services, Inc., serves as claims and notice agent.


HOSPITAL DAMAS: Wants Enrique Peral Appointed to Probe Project
--------------------------------------------------------------
Hospital Damas, Inc., seeks approval from the U.S. Bankruptcy
Court of the Central District of Puerto Rico to appoint Enrique
Peral Law Offices, P.S.C. as special counsel for determining if
the project for the expansion of Debtor's obstetrics and
gynecology room and the acquisition of a multi slide CT system to
be financed by doctors and companies having a relationship with
Debtor comply with the Federal Regulations known as Stark I, II,
III and the antikickback statutes.

The law firm can be reached at:

     ENRIQUE PERAL LAW OFFICES, P.S.C.
     District View Plaza, Suite 301
     644 Fdez. Juncos Ave.
     San Juan, P.R. 00907-3122
     Tel: (787) 360-6035

Peral Law Offices, its partners and associates, do not represent
or hold any interest adverse to Debtor or the estate in respect to
the matters on which it is to be employed.

The firm's hourly rates are:

             Personnel                        Rates
             ---------                        -----
          Enrique Peralta, Esq.             $175 per hour
          Maria Teresa Figueroa, Esq.       $135 per hour
          Ernesto Blanes, Esq.              $125 per hour
          Guillermo Hernandez, Esq.         $125 per hour
          Paralegals, Esq.                   $80 per hour

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel.  In October 2010, the United States Trustee appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Todd C. Meyers, Esq., and Colin M.
Bernardino, Esq., at Kilpatrick Stockton LLP, represents the
Committee as legal counsel, and Edgardo Munoz, Esq., at Edgardo
Munoz, PSC, serves the Committee as local counsel.  In its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities as of the Petition Date.


HOSPITAL DAMAS: Seeks to Hire Silva CPA Group as Fin'l Advisor
--------------------------------------------------------------
Hospital Damas, Inc., seeks approval from the U.S. Bankruptcy
Court of the Central District of Puerto Rico to appoint Silva CPA
Group as financial advisor.

The Debtor needs a financial advisor to assist its management in
the preparation of a study to oppose a request by the Menonita
Health System to the Department of Health Puerto Rico directed to
establishing a general hospital in the Municipality of Aibonito.

The firm can be reached at:

     Jose A. Silva
     SILVA CPA GROUP
     Coto Laurel
     P.R. 00780-1292
     Tel: (787) 284-2884
     Fax: (888) 270-1159

The firm will charge a $2,000 fee as to the aforesaid matter plus
$100 per hour required visits to the Department of Health upon
application(s) and the approval of the Court.  These rates are
considered reasonable and fair, in line with services comparable
to those performed in behalf of clients.

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on
Sept. 24, 2010.  Charles A. Cuprill-Hernandez, Esq., at Charles A.
Cuprill, P.S.C., Law Offices, serves as the Debtor's bankruptcy
counsel.  In October 2010, the United States Trustee appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Todd C. Meyers, Esq., and Colin M.
Bernardino, Esq., at Kilpatrick Stockton LLP, represents the
Committee as legal counsel, and Edgardo Munoz, Esq., at Edgardo
Munoz, PSC, serves the Committee as local counsel.  In its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities as of the Petition Date.


HOVNANIAN ENTERPRISES: Royce & Assoc. Owns 10.03% Conv. Shares
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Royce & Associates, LLC, disclosed that it
beneficially owns 300,800 shares of convertible preferred
securities of Hovnanian Enterprises, Inc., representing 10.03% of
the shares outstanding.  A full-text copy of the regulatory filing
is available at no charge at http://is.gd/9cN1Ee

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at Jan. 31, 2011 showed $1.67 billion
in total assets, $2.07 billion in total liabilities and a
$401.29 million total deficit.

                           *     *     *

As reported by the TCR on April 25, 2011, Fitch Ratings has
affirmed Hovnanian Enterprises, Inc.'s Issuer Default Rating (IDR)
at 'CCC'.  The rating for HOV is influenced by the Company's
execution of its business model, land policies and geographic,
price point and product line diversity.  The rating also reflects
the company's liquidity position, substantial debt and high
leverage.


INDIANA EQUITY: Asks for OK to Employ Crane Heyman as Attorneys
---------------------------------------------------------------
Indiana Equity Investments, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
David K. Welch, Arthur G. Simon, Jeffrey C. Dan, and the law firm
of Crane, Heyman, Simon, Welch & Clar, as attorneys.

The attorneys/firm can be reached at:

   David K. Welch, Esq.
   Arthur G. Simon, Esq.
   Jeffrey C. Dan, Esq.
   CRANE, HEYMAN, SIMON, WELCH & CLAR
   135 South LaSalle Street, Suite 3705
   Chicago, IL 60603
   TEL: (312) 641-6777
   FAX: (312) 641-7114

The firm, will, among other things:

   A. prepare necessary applications, motions, answers, orders,
      adversary proceedings, reports and other legal papers;

   B. provide the Debtor with legal advice with respect to its
      rights and duties involving its property as well as its
      reorganization efforts herein; and

   C. appear in court and to litigate whenever necessary.

To the best of the Debtor's knowledge, and pursuant to the
Affidavits attached hereto as Exhibit A and incorporated by
reference herein, CHSWC does not hold any interest adverse to the
Debtor or the estate in the matters upon which they are to be
engaged herein, and that employment of CHSWC is in the best
interests of this estate.

Prior to the filing of this Chapter 11 case, CHSWC was paid
$50,000 as an advance payment retainer for its representation of
the Debtor in this bankruptcy case and matters relating thereto.
All compensation and reimbursement of expenses to CHSWC are
subject to the further Order of this Court.

                       About Indiana Equity

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.

Indiana Equity's petition was signed by Joseph Junkovic, as the
manager.  Mr. Junkovic commenced his own Chapter 11 case (Bankr.
N.D. Ill. Case No. 10-55888) in 2010.


INDIANA EQUITY: Applies for Gregg Szilagyi as Fin'l Advisor
-----------------------------------------------------------
Indiana Equity Investments, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to retain
Gregg Szilagyi and Tailwind Services LLC as its financial advisor.

Tailwind, will, among other things:

   a. assist with the administration of the Chapter 11 case,
      including the preparation of schedules and monthly operating
      reports;

   b. assist with the restructuring of the mortgage indebtedness
      on the Debtor's properties; and

   c. identify and implement a cohesive cash management system for
      the Debtor's properties;

The Debtor has agreed to pay Tailwind a monthly flat fee of $3,500
commencing in June 2011 and amending the cash collateral order
entered in this case to allow said payment.

                       About Indiana Equity

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, serves as the Debtor's bankruptcy counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.

Indiana Equity's petition was signed by Joseph Junkovic, as the
manager.  Mr. Junkovic commenced his own Chapter 11 case (Bankr.
N.D. Ill. Case No. 10-55888) in 2010.


INNKEEPERS USA: Postpones Claims Dispute With Midland
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Innkeepers USA Trust showed at the June 7 hearing how
bankruptcy sometimes defuses conflicts rather than lighting the
fuse.  Apollo Investment Corp., Innkeepers' owner, and Midland
Loan Services Inc., the largest secured creditor, were on a
collision course over whether Midland had intentionally or
inadvertently waived a $115 million deficiency claim against
Innkeepers affiliate Grand Prix Holdings LLC.  The potentially
warring factions agreed to put off their battle until later.  They
agreed that Midland can vote on the separate Chapter 11 plan for
Grand Prix.  They also agreed to postpone a courtroom conflict
over whether Midland waived its deficiency claim.

Mr. Rochelle relates Innkeepers wanted to avoid a dispute now
because it's not sure whether any money will be left over for
distribution to Grand Prix's creditors or shareholders.  If
Midland's claim against Grand Prix on a guarantee is invalid,
Apollo might receive a distribution.  At most, Innkeepers
estimated the distribution from Grand Prix would be $6.8 million.
The confirmation hearing for approval of Innkeepers'
Chapter 11 plan is scheduled for June 23.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

The confirmation hearing for approval of Innkeepers' Chapter 11
plan is set for June 23.


JACKSON HEWITT: Court to Hear Skadden Employment Bid on June 22
---------------------------------------------------------------
A hearing to consider Jackson Hewitt Tax Service Inc. and its
debtor-affiliates' application to employ Skadden, Arps, Slate,
Meagher & Flom LLP and its affiliated law practice entities, as
their bankruptcy, corporate and litigation counsel, will be held
before Judge Mary F. Walrath on June 22, 2011, at 10:30 a.m.

As reported in the Troubled Company Reporter on May 30, 2011,
The Debtors are asking the Bankruptcy Court to approve the
employment of Skadden Arps as their bankruptcy, corporate and
litigation counsel.

Prior to 2004, Skadden Arps represented Cendant Corporation, now
known as Avis Budget Group, Inc., and various Cendant entities,
including Jackson Hewitt.  Skadden Arps began representing Jackson
Hewitt in March 2004, in connection with Cendant's divestiture of
100% of its ownership interest in Jackson Hewitt in an
underwritten public offering.  Skadden Arps and the Debtors
formalized the representation pursuant to an engagement agreement
dated March 11, 2004.  Since Jackson Hewitt's initial public
offering, Skadden Arps has represented the Company on various
corporate, tax and litigation matters.  As a result of this
relationship, the Company approached Skadden Arps regarding
representing it in connection with its  restructuring efforts in
early 2010.

Mark A. McDermott, Esq., a member at Skadden Arps, attests that
the firm is a "disinterested person" within the meaning of
Bankruptcy Code Section 101(14), as modified by Section 1107(b).

Skadden Arps' current hourly rates are:

     $795 to $1,095 per hour for partners and of counsel,
     $760 to $850 per hour for counsel and special counsel,
     $360 to $710 per hour for associates, and
     $190 to $295 per hour for legal assistants

However, Skadden Arps has agreed to a 15% discount off the hourly
rates for restructuring and bankruptcy related work.

In the one-year period prior to the Petition Date, Skadden Arps
was paid a total of $1,899,775 for the firm's work on behalf of
the Debtors in connection with the Debtors' efforts to restructure
their affairs.

In late January and February 2011, the Debtors and their secured
lenders recommended restructuring negotiations in earnest, at
which time Skadden Arps' work on behalf of the Debtors increased
significantly.  On March 14, 2011, the Debtors delivered to
Skadden Arps a $1,000,000 retainer to be held as on account cash
for the advance payment of pre-petition professional fees and
expenses incurred and charged by Skadden Arps for all matters. The
amount of the On Account Cash was increased thereafter through a
series of additional deposits so that, by May 9, 2011, the amount
of On Account Cash totaled $2,600,000. Thereafter from time to
time, upon Skadden Arps providing the Debtors with invoices for
professional fees and expenses, Skadden Arps deducted the amount
of the invoices from the On Account Cash and requested that the
Debtors replenish the On Account Cash.

As of the Petition Date, Skadden Arps had $1,109,394 remaining in
the "On Account Cash", inclusive of an additional $500,000 deposit
received by Skadden Arps on May 20, 2011.

                 About Jackson Hewitt Tax Service

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent. The Debtors also retained Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JCK HOTELS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: JCK Hotels, LLC
          fka Mira Mesa Hotels, LLC
        9880 and 9888 Mira Mesa Boulevard
        San Diego, CA 92131

Bankruptcy Case No.: 11-09428

Chapter 11 Petition Date: June 3, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: William M. Rathbone, Esq.
                  GORDON & REES LLP
                  101 West Broadway, Suite 1600
                  San Diego, CA 92101
                  Tel: (619) 696-6700
                  Fax: (619) 696-7124
                  E-mail: wrathbone@gordonrees.com

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

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

The petition was signed by Charles Jung, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
3 in 1 Construction                --                      $89,944
11610 Compass Point Drive N 88
San Diego, CA 92126

Pacific Western Bank Payments      --                      $69,476
P.O. Box 131207
Carlsbad, CA 92013-1207

Van Cao                            --                      $60,000
2300 Commonwealth
Alhambra, CA 91803

Hospitality Plus, Inc.             --                      $44,234

Procopio                           --                      $33,830

City Treasurer TOT CS              --                      $28,009

Phillip Martin Architect           --                      $23,700

City Treasurer TOT CS              --                      $16,009

Guest Supply                       --                      $11,855

US Food Service, Inc.              --                      $11,796

Schmidt Fire Protection Co.        --                       $9,982

First Insurance Funding Corp       --                       $7,999

Otis Elevator (fmr Amtech)         --                       $4,085

Hubert Company                     --                       $3,534

Otis Elevator (fmr Amtech)         --                       $3,347

United Rentals                     --                       $3,270

Innkeepers Telecom                 --                       $3,100

SkyRiver Comm                      --                       $2,592

Energy Smart Lodging               --                       $2,500

Guest Supply                       --                       $2,210


JEFFREY PROSSER: Dist. Ct. Rejects Appeal Over Discharge Dispute
----------------------------------------------------------------
Jeffrey J. Prosser appeals from the Bankruptcy Court's Jan. 13,
2010 order granting in part and denying in part motions for
summary judgment filed by plaintiffs in four consolidated
adversary proceedings objecting to Mr. Prosser's discharge in
bankruptcy.  Rural Telephone Finance Cooperative; James P.
Carroll, the Chapter 7 Trustee of the bankruptcy estate of Jeffrey
J. Prosser; and Stan Springel, the Chapter 11 Trustee of the
bankruptcy estates of Innovative Communication Corporation,
Emerging Communications, Inc., and Innovative Communication
Company, LLC, filed a motion to dismiss Mr. Prosser's appeal.
Because the order from which Mr. Prosser appeals is not a final
order which Mr. Prosser is entitled to appeal as of right,
and because the order does not meet the requirements for an
interlocutory appeal, the motion to dismiss is granted.  A copy
of Judge Juan R. Sanchez's June 3, 2011 Memorandum is available
at http://is.gd/2CTHi7from Leagle.com.

The cases are JAMES P. CARROLL, Chapter 7 Trustee of the
Bankruptcy Estate of Jeffrey J. Prosser, Plaintiff, v.
JEFFREY J. PROSSER, Defendant; STAN SPRINGEL, Chapter 11 Trustee
of the Bankruptcy Estate of Innovative Communication Company, LLC,
and Emerging Communications, Inc., Plaintiff, v. JEFFREY PROSSER,
Defendant; STAN SPRINGEL, Chapter 11 Trustee of the Bankruptcy
Estate of Innovative Communication Corporation, Plaintiff,
v. JEFFREY PROSSER, Defendant; and RURAL TELEPHONE FINANCE
COOPERATIVE, Plaintiff, v. JEFFREY PROSSER, Civil No. 10-08, Case
No. 06-30009, No. 08-03011., 08-03012, 07-03012, 07-03012 (D.
V.I.).

            About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection (D.V.I. Case Nos. 06-30007 and 06-30008) on July 31,
2006.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.

Mr. Prosser also filed for chapter 11 protection (D. V.I. Case No.
06-10006) on July 31, 2006.  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  The case was later converted to
Chapter 7 liquidation.  James P. Carroll was named Chapter 7
Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


JONES GROUP: Moody's Affirms 'Ba2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Jones Group Inc.'s Corporate
Family Rating at Ba2 as well as the Ba3 rating assigned to the
company's senior unsecured notes. The rating outlook remains
stable. The company's Speculative Grade Liquidity rating was
lowered to SGL-2 from SGL-1.

RATINGS RATIONALE

The affirmation of the company's ratings follows from its
announcement that it acquired Kurt Geiger from Graphite Capital
for approximately US$350 million (GBP215 million) which was funded
from Jones' cash on hand (in excess of $300 million as of April 2,
2011). The purchase price is said to represent approximately 9
times Kurt Geiger's estimated 2011 EBITDA.

Moody's considers the acquisition of Kurt Geiger a modest positive
for Jones' credit profile. This acquisition will significantly
increase the company's international presence -- pro forma for the
acquisition, Jones will derive 19% of its sales from international
markets, up from 11% previously. This acquisition will also reduce
Jones' concentrations with US department store and mid-tier
chains, which Moody's considers a positive. The acquisition will
also expand the company's premium priced offerings, which will add
further diversification for the company. Integration risk is
modest, as existing Kurt Geiger management will remain with the
company and Jones has demonstrated the ability to successfully
integrate recent acquisitions.

As the acquisition is being funded from available cash, Moody's
expects the transaction will have a slightly positive impact on
credit metrics as well due to the incremental operating earnings
acquired. Pre-acquisition, debt/EBITDA was 3.8 times for the LTM
period ending April 2, 2011. Moody's estimates debt/EBITDA will
approach the mid 3 times range on a pro forma basis.

The revision of the Speculative Grade Liquidity rating to SGL-2
from SGL-1 primarily reflects the utilization of a sizable portion
of Jones' existing cash balances to fund this acquisition. The
company has indicated that following this use of cash, it
anticipates it will need to utilize its asset based revolver to
fund seasonal working capital needs in the second half of 2011.
Jones' SGL-2 rating reflects Moody's view that the company's
overall liquidity profile remains good, supported by access to a
$650 million asset based credit facility that matures in April,
2016. Moody's also expects the company to generate positive free
cash flow over the next year and Moody's also notes that Jones
maintains a meaningful level of unencumbered assets.

These ratings were affirmed:

   -- Corporate Family Rating at Ba2

   -- Probability of Default Rating at Ba2

   -- Senior Unsecured Shelf at (P) Ba3

   -- $250 million senior unsecured notes due 2014 at Ba3 (to LGD
      4, 68% from LGD 4, 67% )

   -- $300 million senior unsecured notes due 2019 at Ba3 (to LGD
      4, 68% from LGD 4, 67%)

   -- $250 million senior unsecured notes due 2034 at Ba3 (to LGD
      4, 68% from LGD 4, 67%)

This rating was lowered:

   -- Speculative Grade Liquidity Rating to SGL-2 from SGL-1

The principal methodology used in rating Jones Group Inc. was the
Global Apparel Industry Methodology, published May 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

The Jones Group Inc. is a designer, marketer and wholesaler of
branded apparel, footwear, and accessories. The company also
markets directly to consumers through various mall based specialty
retail stores and outlet stores. Jones owns a number of recognized
brands including Jones New York, Anne Klein, Nine West, Gloria
Vanderbilt, Stuart Weitzman, and Kurt Geiger. The company
generates approximately $4.0 billion of annual revenues pro forma
for its recent acquisition.


K-V PHARMACEUTICAL: AmediusTec Owns 5.4% of Class A Common Shares
-----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, AmediusTec Ltd. disclosed that it beneficially owns
2,700,301 shares of Class A common stock of K-V Pharmaceutical
Company representing 5.4% of the shares outstanding.  A full-text
copy of the regulatory filing is available for free at:

                        http://is.gd/uOsqWG

                   About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010, and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.

The Company's balance sheet at Sept. 30, 2010 showed $294.21
million in total assets, $500.75 million in total liabilities and
$206.54 million in total shareholders' deficit.


LA JOLLA: Has 21.85 Million Outstanding Common Shares
-----------------------------------------------------
La Jolla Pharmaceutical Company reported that on June 3, 2011, it
had converted approximately 9 shares of Series C-1 1 Convertible
Preferred Stock into 1,500,000 shares of common stock.  Following
these conversions, the Company had a total of 21,856,323 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's balance sheet at March 31, 2011, showed
$6.74 million in total assets, $12.58 million in total
liabilities, all current, $5.57 million in Series C-1 1 redeemable
convertible preferred stock, and a $11.41 million total
stockholders' deficit.

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.

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.


LA JOLLA: Sells All Outstanding Capital Stock of Unit to GliaMed
----------------------------------------------------------------
GliaMed, Inc., exercised its repurchase right pursuant to section
8.2 of the Asset Purchase Agreement, dated March 29, 2011, by and
among La Jolla Pharmaceutical Company, Jewel Merger Sub, Inc., and
GliaMed.  As required by section 8.2 of the Purchase Agreement, on
June 6, 2011, the Company sold all of the outstanding capital
stock of Subsidiary to GliaMed for $100.  Subsidiary holds all of
the rights and assets related to certain regenerative immunophilin
ligand compounds, which include patents and patent rights, know-
how, regulatory registrations, raw materials and study drug
supplies and certain contractual rights, which were the subject of
the Purchase Agreement.  The Company, therefore, no longer has any
right or interest in the Compounds or the Purchased Assets.

On June 2, 2011, Stephen M. Martin informed the Company of his
resignation from the Company's board of directors and all
committees and related positions thereof, effective June 2, 2011.
The resignation of Mr. Martin from the board of directors did not
involve any disagreement with the Company.

As previously disclosed in a Current Report on Form 8-K dated as
of May 26, 2011, the Company received the final report from
Charles River Laboratories, the Company's clinical research
organization, regarding the confirmatory preclinical study of the
Company's LJP1485 compound being studied for tissue regeneration,
which concluded that the predetermined study endpoints had not
been met.

Because the Preclinical Study was not successful, the Company's
existing holders of Series C-1 1 Convertible Preferred Stock were
not obligated to exercise their cash warrants.  The Preferred
Stockholders informed the Company on June 2, 2011, that they will
not exercise the Cash Warrants.  Because the Cash Warrants were
not fully exercised by June 2, 2011, GliaMed has, and has
exercised, the right to reacquire the Compounds and Purchased
Assets, as described in Item 2.01 of this Current Report on Form
8-K.

The Preferred Stockholders have the right to require the Company
to redeem all outstanding shares of Series C-1 1 Convertible
Preferred Stock estimated as of June 2, 2011, to be approximately
$5.4 million.  If the Preferred Stockholders exercise these
redemption rights, the Company would have very limited financial
resources and would likely need to wind down all activities.

                   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's balance sheet at March 31, 2011, showed
$6.74 million in total assets, $12.58 million in total
liabilities, all current, $5.57 million in Series C-1 1 redeemable
convertible preferred stock, and a $11.41 million total
stockholders' deficit.

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.

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.


LA VILLITA: Has Until June 19 to Propose Reorganization Plan
------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas extended until June 19, 2011, La Villita
Motor Inns, JV's exclusive right to file a plan of reorganization.

The Court also ordered that if the Debtor files a proposed chapter
11 plan by June 19, its exclusive period to solicit acceptances
for the proposes plan is extended until Aug. 18.

ORIX Capital Markets LLC consented to the exclusivity extensions.
ORIX will also retain any rights to object to the Debtor's request
for further exclusivity extensions.

                 About La Villita Motor Inns JV

San Antonio, Texas-based La Villita Motor Inns JV is a joint
venture, formed on or about April 14, 1980, that owns and operates
a hotel located at 100 La Villita in San Antonio, Texas, known as
the Riverwalk Plaza Hotel.  It filed for Chapter 11 bankruptcy
protection (Bankr. Case No. 10-54864) on Dec. 17, 2010.  Debra L.
Innocenti, Esq., at Oppenheimer Blend Harrison & Tate, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


LARRY SCHAIDT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Larry Schaidt, LLC
          aka Lawrence J. Schaidt, LLC
        1167 142nd Avenue, Route 1
        Wayland, MI 49348

Bankruptcy Case No.: 11-06229

Chapter 11 Petition Date: June 3, 2011

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

Judge: James D. Gregg

Debtor's Counsel: Perry G. Pastula, Esq.
                  DUNN SCHOUTEN & SNOAP PC
                  2745 DeHoop Avenue SW
                  Wyoming, MI 49509
                  Tel: (616) 538-6380
                  E-mail: bankruptcy@dunnsslaw.com

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

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 Lawrence J. Schaidt, III, member.


LEE ENTERPRISES: Ariel Investments Equity Stake Down to 0%
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ariel Investments, LLC, disclosed that it
does not beneficially owns any shares of common stock of Lee
Enterprises, Inc.  A full-text copy of the regulatory filing is
available for free at http://is.gd/sxZY8I

                       About Lee Enterprises

Based in Davenport, Iowa, Lee Enterprises, Incorporated --
http://www.lee.net/-- is a premier provider of local news,
information and advertising in primarily midsize markets, with 49
daily newspapers and a joint interest in four others, rapidly
growing online sites and more than 300 weekly newspapers and
specialty publications in 23 states.  Lee's newspapers have
circulation of 1.5 million daily and 1.8 million Sunday, reaching
four million readers daily.  Lee stock is traded on the New York
Stock Exchange under the symbol LEE.

The Company's balance sheet at March 27, 2011, showed $1.40
billion in total assets, $1.32 billion in total liabilities, and
$77.65 million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2011,
Standard & Poor's Ratings Services Lee Enterprises its preliminary
'B' corporate credit rating.  S&P also said, "At the same time, we
assigned our preliminary 'B' rating (the same as the corporate
credit rating) to the company's offering of $675 million first-
priority lien senior secured notes due 2017 with a preliminary
recovery rating of '3', indicating our expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
We also rated the company's second-priority lien senior secured
notes due 2018 a preliminary 'CCC+', with a preliminary recovery
rating of '6', indicating negligible (0%-10%) recovery for
lenders."

The TCR on April 13, 2011, said Moody's Investors Service assigned
first time ratings to Lee Enterprises, including a Caa1 Corporate
Family Rating (CFR), Caa1 Probability of Default Rating (PDR) and
SGL-3 speculative-grade liquidity rating.  Moody's also assigned a
B1 rating to the company's proposed $50 million 5-year senior
secured first-lien first-out revolver, a B3 rating to its proposed
$675 million senior secured first-lien notes maturing 2017, and a
Caa2 rating to its proposed $375 million senior secured second-
lien notes maturing 2018.  The rating outlook is stable.


LEED CORP: Amends Plan to Incorporate Deal with 21st Mortgage
-------------------------------------------------------------
The Leed Corporation filed with the U.S. Bankruptcy Court for the
District of Idaho amended its Chapter 11 plan of reorganization
and accompanying disclosure statement to, among others things,
incorporate the court-approved stipulation for adequate protection
and plan treatment executed with 21st Mortgage Corporation.

Pursuant to the stipulation, Leed will, as adequate protection and
plan treatment, with respect to Parcel I and Parcel II, pay to
21st the sum of $65,000 plus interest at 6.5% per annum per each
parcel.  On or before the expiration of seven years post-
confirmation, the remaining unpaid balance due on each parcel,
plus accrued interest, will be due and payable in full.

In the event Leed fails to make a monthly payment as required,
stay relief, as applicable, may be entered after 21st provides
written notice of default to Leed and Leed's
counsel of record.

The Amended Plan also disclosed:

   -- the Debtor's 2006, 2007, 2008 and 2009 Income Statements;

   -- an economic market study dated May 2011 prepared by Landaker
      Marketing Group, LLC, which study disclosed that the
      national and Idaho real estate markets in 2008 were
      experiencing a significant recession that negatively
      impacted the Debtor's construction business in 2009;

   -- April 2011 Lincoln County Work Force Trends by the Idaho
      Department of Labor;

   -- the Debtor's Postpetition Profit and Loss Statement through
      April 30, 2011;

   -- the Debtor's Landscaping and Home Sales Net Profit
      Projections;

   -- the Debtor's Net Rents Projections;

   -- a schedule of possible contested claims against the Debtor;

   -- the Debtor's Real Property Liquidation Analysis;

   -- the Debtor's Notes Receivable and Age A/R Liquidation
      Analysis; and

   -- the Debtor's Machinery and Equipment Liquidation Analysis.

The Plan consists of four components of the Debtor's operation,
namely (1) the landscaping operations, (2) the rental operations
and real property sales, (3) the winding down of construction
operations, and (4) the pending litigation.

It is the Debtor's stated purpose under the Plan to first, return
the Debtor's primary business operations back to its landscaping
business which has proven to be profitable over the years.

Second, to retain those rental properties that have a positive
cash flow of the existing indebtedness as determined under Section
506 of the Bankruptcy Code or as stipulated to by the relevant
secured creditors including the real property in which interest
has been waived for a limited time period, during the term of the
Plan until the time as the Debtor determines the properties should
be sold or refinancing is obtained on more favorable terms -- with
the Net Sale Proceeds being distributed to the unsecured creditors
upon closing of the sale on each property.

Third, constructions operations will be restricted to the
completion of 15 residential properties referred to as "the Old
School Project," which homes can be completed and sold for a
profit -- which Net Sale Proceeds will be distributed to the
unsecured creditors upon close of the sale of each home.

Last, the Plan provides that the Net Litigation Recovery, if any,
will be distributed to unsecured creditors.

The Plan further provides that with respect to all operations,
except the landscaping operations, that the Debtor will continue
to manage its affairs under the Plan subject to the oversight and
input of the Official Committee of Unsecured Creditors for the
duration of the Plan.

A full-text copy of the First Amended Disclosure Statement, dated
May 27, 2011, is available for free at:

               http://ResearchArchives.com/t/s?7632

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LEHMAN BROTHERS: LBI Trustee Proposes Settlement with ANZ
---------------------------------------------------------
The trustee Lehman Brothers Inc. asks the Bankruptcy Court to
approve a settlement he entered into with Australia and New
Zealand Banking Group Limited.  The LBI Trustee also asks the
Court to dismiss ANZ from the interpleader adversary proceeding
with Case No. 08-01759 in connection with ANZ's assignment to the
Trustee of its rights and claim in the adversary proceeding.

Prior to the Petition Date, Lehman Brothers Inc., Lehman Brothers
Holding Inc., and Lehman Commercial Paper Inc. entered into an
unsecured continuing reimbursement agreement with ANZ, providing
that ANZ would issue standby letters of credit at the application
of LBI, LBHI, LCPI in exchange for certain reimbursement
obligations.

At the request of LBI, ANZ issued two irrevocable letters of
credit in favor of the Options Clearing Corporation, totaling
$20,679,000.  At the request of LBHI, ANZ also issued two
irrevocable standby letters of credit, totaling $12,588,235.

On September 16, 2008, ANZ sent a letter to LBI declaring that
LBHI's Chapter 11 filing was an event of default and demanded
that LBI deposit cash collateral with ANZ.  In response, LBI
deposited cash collateral amounting to $33,285,235.

On the Petition Date, OCC demanded a complete draw down of the
OCC LCs, which total $20,697,000.  ANZ complied with the demand
and transferred the amount to OCC.  ANZ reimbursed itself for the
draw down of the OCC LCs by transferring the OCC Security
Deposit, included in the Cash Collateral Transfers, to its own
account.

Also, LBI maintained a Vostro Account with ANZ at all material
times to allow LBI to settle transactions in Australian Dollars.
On June 25, 2010, the LBI Trustee contacted ANZ to close-out the
Account and turn over the remaining funds in the Account.  In
response, ANZ transferred AU$328,250,026.45 to the LBI Trustee,
which represented the amount on deposit in the Account less the
sum of AU$70,000,000.  ANZ asserted that it was entitled to
retain the "Holdback" amount in connection with potential rights
of set-off as to claims that the LBI Trustee might pursue against
ANZ.

After engaging in discussions and negotiations, the LBI Trustee
and ANZ have entered into the settlement agreement, which seeks a
full and final resolution of any claims between them.

Pursuant to the settlement, ANZ agrees to convert the remainder
of the funds in the Vostro account to U.S. dollars and agrees to
pay the LBI Trustee $10,000,000 in settlement of the LBI
Trustee's potential claims.

In the event ANZ is dismissed from the litigation, ANZ will
assign to LBI all its rights and claims to the funds subject to
the interpleader.  ANZ is permitted to establish a cash reserve
from proceeds of the account to pay its costs and expenses, and
reasonable fees and expenses of its U.S. counsel in the
litigation capped at either (i) $250,000 in the event ANZ is
dismissed in the litigation or (ii) $1,000,000 in the event ANZ
is not dismissed in the litigation.  In addition, ANZ is
permitted to reserve for fees and expenses of its U.S. counsel
capped at $400,000.

LBI and ANZ also agreed to exchange mutual releases regarding all
claims with respect to their transactions.

                     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: Wins Approval of BofA Suit Settlement
------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Brothers Special
Financing Inc. received court approval of a settlement agreement
with Bank of America N.A. in connection with a pending lawsuit
involving the companies.

Bank of America filed the lawsuit in 2008, which seeks a
declaratory judgment that it did not violate the automatic stay
when it set off more than $509 million against LBHI's alleged
debt to the bank.  The $509 million represents the balance in
Lehman's overdraft accounts and four other accounts maintained
with Bank of America, and another account not owned by LBHI.

As of Nov. 10, 2008, the overdraft accounts combined held
approximately $501.8 million while the four accounts combined
held approximately $7 million.

Late last year, the U.S. Bankruptcy Court for the Southern
District of New York handed down a decision dismissing the
lawsuit and granting the Lehman units' proposed summary judgment
on their counterclaims.  The ruling reserved for further
proceedings the questions of damages, attorneys' fees and costs
relating to the stay violation by Bank of America.

Under the settlement agreement, Bank of America is required to
pay $1.5 million to LBHI in exchange for a release of claims by
the Lehman units and the Official Committee of Unsecured
Creditors for damages and other charges related to Bank of
America's setoff as to the overdraft accounts and the four
accounts.

In connection with the lawsuit, the Lehman units agreed not to
seek the return of the funds set off from the four accounts
against LBHI's alleged debt to Bank of America.

A copy of the settlement agreement is available for free
at http://bankrupt.com/misc/LBHI_BofASettlement.pdf

                     About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy 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: Wins Nod of Avoidance Settlement Process
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
court approval to implement a process to settle avoidance claims.

The claims are on account of, among other things, funds the
Debtors transferred to counterparties in more than 230
transactions entered into before their bankruptcy filing.

The Debtors previously filed more than 50 lawsuits to recover
those funds, which were stayed on October 2010 by the Court to
allow the Debtors to conduct further due diligence and pursue
settlement of the avoidance claims.

"The Debtors believe that the [procedures] will enable them to
significantly reduce the costs incurred in resolving such claims,
with corresponding benefits to their estates and creditors," said
the Debtors' lawyer, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York.

In negotiating and achieving settlements, the Debtors will be
guided by, among other things, the likelihood of their success in
their prosecution of claims and the estimated costs they would
incur in litigating those claims.

Furthermore, the Debtors will confer with the Official Committee
of Unsecured Creditors and Lehman Brothers Inc.'s trustee
regarding the settlement as provided for in the proposed
settlement process.

A copy of the proposed order detailing the proposed settlement
procedures is available without charge at:

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

                     About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy 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: Wins OK to Sell Interests in 1271 LLC
------------------------------------------------------
U.S. Bankruptcy Judge James Peck issued an order authorizing
Lehman Brothers Special Financing Inc. to pursue transactions
involving its subsidiary, 1271 LLC.

LBSF owns 100% of the equity interest in 1271, which was created
in June 2009 for the sole purpose of taking an assignment of
LBSF's interest in a swap agreement with BH Finance LLC.  In
accordance with a court order, dated Jan. 28, 2009, LBSF
assumed and assigned its interest in a credit default swap
agreement with BH to 1271 and prepaid all payments that could
become due from 1271 to BH under the Swap Agreement.  The Swap
Agreement comprises the sole asset of 1271.

Pursuant to the Swap Agreement, BH provides credit protection to
1271 with respect to a portfolio of reference entities and
obligations, including various municipalities, corporations and
indices. If certain credit events occur with respect to the
reference entities or obligations as set forth in the Swap
Agreement, then BH is required to make credit protection payments
to 1271.  BH's obligations under the Swap Agreement are fully
guaranteed by its parent, Berkshire Hathaway Inc.  The Swap
Agreement covers a portfolio of trades with an aggregate notional
value of approximately $10.9 billion, of which approximately $8
billion is with respect to the municipal portfolio that relates
to 14 reference municipalities.

Since February 2009, LBSF has been trying to monetize the
Municipal Portfolio for the benefit of its creditors.  To assist
with the monetization of the Municipal Portfolio, 1271 recently
engaged Morgan Stanley & Co. Inc. and certain of its affiliates.
MS will assist with the reorganization of 1271's capital
structure or organizational form so that classes of securities
corresponding to specific reference entities within the Municipal
Portfolio can be created and auctioned for sale to investors.

This, according to Robert J. Lemons, Esq., at Weil, Gotshal &
Manges LLP, in New York, is necessary to maximize the value of
the Swap Agreement due to the size and composition of the
Municipal Portfolio, which makes it difficult to find a single
assignee for the Swap Agreement.  After the classes of securities
have been created, MS will market and pursue financially capable
investors to participate in auctions for those securities.  MS
will be compensated for its services by 1271 based on a
percentage of the purchase price secured by MS for each such
security representing a portion of the Municipal Portfolio.  1271
may become obligated to pay a minimum service fee of $2.5 million
to MS.

The bankruptcy judge's order also authorized LBSF or 1271 LLC to
earmark as much as $950,000 to pay or indemnify fees and expenses
in connection with any statutory trust or similar vehicle that
would be established to facilitate the transactions.  These
include pre-closing costs, customary costs and expenses of a
trustee or servicer, and so-called "extraordinary expenses."

LBSF will be primarily responsible for the payment of
approximately $250,000 for the pre-closing costs, and $400,000
for the customary costs and expenses.  The extraordinary
expenses, if any, will be capped at $300,000 per year and will
not be payable by LBSF unless and until those expenses are not
paid pursuant to the indemnification obligations of the holders
of the classes, and there are insufficient funds in the escrow
account to be created at the establishment of the trust.

In a court filing, the Official Committee of Unsecured Creditors
expressed support for the approval of the transactions, saying
they would enable LBSF to monetize the municipal portfolio for
the benefit of the estate and creditors.

                     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: Wins Nod to Assume EFI Aircraft Lease Deals
------------------------------------------------------------
Lehman Brothers Holdings Inc. obtained a court ruling authorizing
the assumption of three aircraft lease agreements entered into by
CES Aviation LLC, CES Aviation V LLC, and CES Aviation IX LLC,
with Executive Fliteways Inc.

The court order authorized LBHI to pay $237,500 to EFI in exchange
for the disallowance of EFI's claims designated as Claim Nos.
10665, 10666, 16250, 16251 and 16252.

The court order also lifted the automatic stay to permit EFI to
use the operating deposits advanced to it by the CES Aviation
entities to offset its claims against them under the lease
agreements.

                     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: Wants to Tap Pachulski for Suit vs. Beverly Hills
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. has sought a court order authorizing
Pachulski Stang Ziehl & Jones LLP to handle the cases against
Beverly Hills Estates Funding Inc. and U.S. Bank N.A.

The cases were filed on behalf of Aurora Bank FSB, a Lehman
subsidiary, in the U.S. District Court for the Central District
of California.  The cases were previously handled by Severson &
Werson.

LBHI will substitute itself into the cases as plaintiff after
determining that the loss or any recovery obtained in the cases
properly belongs to the company and not Aurora Bank, according to
its lawyer, Richard Krasnow, Esq., at Weil Gotshal & Manges LLP,
in New York.

                     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)


LEVEL 3: Thomas Stortz Rejoins as EVP, CAO and Secretary
--------------------------------------------------------
Thomas C. Stortz has rejoined Level 3 Communications, Inc., as its
Executive Vice President, Chief Administrative Officer and
Secretary effective June 1, 2011.  Until his retirement from the
Company effective April 1, 2011, Mr. Stortz was Executive Vice
President, Chief Legal Officer and Secretary.

Also effective June 1, 2011, John M. Ryan's title with the Company
was modified to Executive Vice President, Chief Legal Officer and
Assistant Secretary.  Mr. Ryan was previously Executive Vice
President, Chief Legal Officer and Secretary.

In connection with Mr. Stortz rejoining the Company, his
consulting agreement with Level 3 Communications, LLC, a wholly
owned subsidiary of the Company, was modified to suspend the
remaining term of that Agreement until Mr. Stortz's employment
with the Company or any of its subsidiaries terminates.  The First
Amendment to Consulting Agreement is available for free at:

                        http://is.gd/sDDqtM

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

The Company's balance sheet at March 31, 2011, showed
$8.80 billion in total assets, $9.06 billion in total liabilities,
and a $265 million total stockholders' deficit.


LOMA REINSURANCE: S&P Rates Series 2011-1 Class A Notes at 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-(sf)'
preliminary rating to the Series 2011-1 class A notes issued by
Loma Reinsurance Ltd. (Loma Re). The notes cover losses from
second and subsequent hurricanes and earthquakes in the U.S.,
windstorms in Europe, and earthquakes in Japan on a per-occurrence
basis in the specified covered area.

"Our views of the transaction's credit risk reflect the
counterparty credit ratings on all of the parties involved that
can affect the timely payment of interest and the ultimate payment
of principal on the notes. Our preliminary rating on the notes
takes into account the implied rating on the catastrophe
risk ('BB-') and the rating on The Goldman Sachs Group Inc.
(A/Negative/A-1), as the guarantor of the repurchase party. The
preliminary rating reflects the lowest of these two ratings, which
is currently the rating on the catastrophe risk. Since Argo Re
will be paying each quarterly premium in advance, we didn't
include them in our credit analysis. A failure to pay a premium
would be an event of default and the notes would no longer be 'on
risk' and the transaction would unwind before the start of the
accrual period related to the missed payment," S&P explained.

Loma Re is a Cayman Islands exempted company licensed as a Class B
insurer in the Cayman Islands. Wilmington Trust Co, the share
trustee, will hold all of its issued and outstanding share capital
under a declaration of trust for certain charitable purposes. Argo
Re Ltd. will cede the covered risks to Loma Re. Argo Re isn't
rated by Standard & Poor's and is a subsidiary of Argo Group
International Holdings Ltd. The loss payments on the notes will be
linked to the losses determined by either Property Claim Services
(PCS), PERILS, or AIR Worldwide Corp. (AIR), as applicable. As a
result, there is no reliance on Argo Re's underwriting or business
mix.

Ratings List

Loma Reinsurance Ltd.
Series 2011-1 class A senior secured notes
Preliminary 'BB-(SF)'


MAGYER & CORLEY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Magyer & Corley, Inc.
        3355 Highway 9 North
        Alpharetta, GA 30004

Bankruptcy Case No.: 11-66715

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Evan M. Altman, Esq.
                  8325 Dunwoody Place, Building 2
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

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 Edwin M. Magyer, president.


MARKET STREET: Taps Morphy Makofsky as Consulting Engineers
-----------------------------------------------------------
Market Street Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana for permission to employ Morphy
Makofsky, Inc. as consulting engineers.

The Debtor believes that Morphy is likely an ordinary course
professional and that this application is not strictly necessary.

Morphy's services include, among other things:

   -- conducting a visual inspection of the condition of the
      structure of the building to identify any structural
      defects, any signs of structural stress or deformation, or
      any signs of material deformation; and

   -- directing and managing surveyor to measure all beams and
      columns and performing engineering calculations to determine
      the cross-sectional areas, moments of inertia, and section
      modules.

The hourly rates of Morphy's personnel are:

         Principal                  $199
         Senior Engineer            $161
         Junior Engineer            $118
         Senior Drafter              $83
         Junior Drafter              $68
         Field Engineer/Inspector   $101
         Specification Writer        $91
         Clerical                    $60

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

The Debtor scheduled a June 21 hearing on its request to employ
Morphy.

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  No trustee or examiner has
been appointed in the case.


MARKET STREET: Has Until June 23 to File Reorganization Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
extended Market Street Properties, LLC's exclusive periods to file
and solicit acceptances for a proposed plan of reorganization
until June 23, 2011, and Aug. 22, respectively.  The Debtor
related it needed additional time to prepare and complete the
preparation of a viable plan.

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns
an approximately 500,000 square-foot power plant, two substations,
and three parcels of vacant land.  It filed for Chapter 11
bankruptcy (Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009,
represented by Christopher T. Caplinger, Esq., Joseph Patrick
Briggett, Esq., and Stewart F. Peck, Esq., at LUGENBUHL WHEATON
PECK RANKIN & HUBBARD, in New Orleans.  The Company disclosed
$52,404,026 in assets and $26,848,596 in liabilities as of the
Chapter 11 filing.

Cupkovic Architecture LLC serves as the Debtor's architect; and
Patrick J. Gros, CPA, as accountant.  No trustee or examiner has
been appointed in the case.


MCCLATHCY CO: Ariel Investments Does Not Own Common Shares
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ariel Investments, LLC, disclosed that it
does not own any shares of common stock of McClatchy Co.  A full-
text copy of the filing is available for free at:

                        http://is.gd/C2Myg1

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 27, 2011, showed
$3.04 billion in total assets, $2.82 billion in total liabilities,
and $220.13 million in stockholders' equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MEDDERS ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Medders Enterprises, Inc.
        P.O. Box 88
        Sylvester, GA 31791-0088

Bankruptcy Case No.: 11-10863

Chapter 11 Petition Date: June 6, 2011

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

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.com

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gamb11-10863.pdf

The petition was signed by Roger A. Medders.


MEDICAL EDUCATIONAL: Castellanos Suit Survives Motion to Dismiss
----------------------------------------------------------------
On Feb. 3, 2011, Defendants and Third-Party Plaintiffs Mayaguez
Medical Center-Dr. Ramon Emeterio Betances, Inc., and Sistemas
Integrados de Salud del Sur Oeste, Inc. -- SISSO -- filed a third-
party Complaint against Dr. Orestes Castellanos and Mr. Pedro
Montes Garcia pursuant to Fed. R. Civ. P. 14.  MMC and SISSO argue
that if they are found liable to Plaintiff, Medical and
Educational Health Services, Inc., then their liability is derived
from Dr. Castellanos' and Mr. Montes' breach of fiduciary duty. On
April 11, 2011, Dr. Castellanos filed a Motion to Dismiss the
Third-Party Complaint on the grounds that the Third-Party
Plaintiffs failed to state a claim and failed to follow requisite
procedure.  The Third-Party Plaintiffs opposed.

Bankruptcy Judge Brian K. Tester denied the Motion to Dismiss.
"It is plausible that the facts as alleged in Third-Party
Plaintiffs' motion give rise to a valid claim against Third-Party
Defendant Castellanos.  Third-Party Plaintiffs have also complied
with all procedural requirements," the judge said.

The lawsuit is, Medical Educational and Health Services, Inc.,
Plaintiff, v. Independent Municipality of Mayaguez, et al.,
Defendants, XXX-XX2077, Adv. Proc. No. 10-148 (Bankr. D. P.R.).
A copy of the Court's June 7, 2011 Opinion & Order is available
at http://is.gd/UyAE8pfrom Leagle.com.

            About Mayaguez Advanced Radiotherapy Center

Based in Mayaguez, Puerto Rico, Mayaguez Advanced Radiotherapy
Center filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No.
09-04540) on June 2, 2009.  Fausto D. Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- at Latimer, Biaggi, Rachid & Godreau, LLP,
serves as Debtor's counsel.  The Debtor disclosed US$3,810,510 in
total assets and US$1,357,473 in total debts in its schedules
attached to the petition.

           About Medical Educational and Health Services

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. was created, specifically, to promote and
advance the establishment and operation of medical educational
facilities and institutions along the western areas of Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2010 (Bankr. D. P.R. Case No. 10-04905).  The Company
estimated US$10 million to US$50 million in assets and
US$1 million to US$10 million in liabilities.  The Debtor is
represented by:

     Rafael Gonzalez Velez, Esq.
     1806 Calle McLeary Suite 1-B
     San Juan, PR 00911-1321
     Tel: (787) 726-8866
     Fax: (787) 726-8877
     E-mail: rgvlo@prtc.net


MEM INVESTMENTS: Court Orders Revisions to Plan Documents
---------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker declined approval of MEM
Investments, LLC's Second Amended Combined Joint Plan of
Reorganization and Disclosure Statement Under Chapter 11 of the
Bankruptcy Code, filed June 2, 2011, citing problems that the
Debtors must correct.  Among others, the Court said the Debtor
must identify the collateral that secures the secured claim of
Citizens Bank, and state the value of that collateral.  The
revised plan and disclosure statement was to be filed no later
than June 8, 2011.  The Debtors also must provide to the Judge's
chambers a redlined version of the plan documents.  A copy of the
Court's June 4, 2011 Order is available at http://is.gd/lAAJhQ
from Leagle.com.

MEM Investments, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.
Mich. Case No. 10-67143) on Aug. 30, 2010.  The case is being
jointly administered with the cases of Post Six, Inc. (Case No.
10-67149); S&J Post, Inc. (Case No. 10-67151); Real Entertainment,
LLC (Case No. 10-67153); The Elephant, Inc. (Case No. 10-67154);
Entertainment Holdings, LLC (Case No. 10-67155); and BCB
Development Associates, LLC (Case No. 10-67162).


MERIT GROUP: Committee Seeks to Retain Cole Schotz as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of The Merit Group Inc. asks the Bankruptcy Court for
authority to retain Cole, Schotz, Meisel, Forman & Leonard,
P.A., as counsel effective as of May 25, 2011.

As the Committee's counsel, the firm will, among other things:

   (a) advise the Committee with respect to its rights, duties
       and powers in these chapter 11 cases;

   (b) assist and advise the Committee in its consultations
       with the Debtors relative to the administration of
       these chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure
       and in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition
       of the Debtors and of the operation of the Debtors'
       businesses; and

   (e) assist the Committee in its investigation of the liens
       and claims of the Debtors' pre-petition lender and the
       prosecution of any claims or causes of action revealed
       by such investigation.

Compensation will be payable to Cole Schotz on an hourly basis,
plus reimbursement of actual, necessary expenses incurred by the
firm.

The attorneys presently designated to have primary responsibility
in representing the Committee, and their standard hourly rates,
are:

        Irving E. Walker, Esq.           $535.00
        G. David Dean, Esq.              $350.00
        Gary Leibowitz, Esq.             $425.00

The firm's current hourly rates are:

        Designations                     Hourly Rates
        ------------                     ------------
        Members and Special Counsel      $350 to $750
        Associates                       $210 to $380
        Paralegals                       $170 to $235

G. David Dean, Esq., a partner of Cole, Schotz, Meisel, Forman &
Leonard, P.A., attests that his firm is a "disinterested person"
as that term is defined by Section 101(14) of the Bankruptcy Code.

                           About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; Alvarez & Marsal
North America LLC, restructuring consultants; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Committee Taps McCarthy Law as Co-Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of The Merit Group Inc. asks the U.S. Bankruptcy Court for
the District of South Carolina for permission to retain McCarthy
Law Firm, LLC as Co-counsel.

The firm's services as Co-counsel are:

     a. Assisting and supplementing lead co-counsel with
        advice to the Committee of its rights, powers and
        duties in these chapter 11 cases;

     b. Attending meetings with the Committee and hearings
        before the Court;

     c. Assisting and supplementing lead co-counsel in
        consultations with the Debtors relative to the
        administration of these chapter 11 cases;

     d. Assisting and supplementing lead co-counsel and other
        Committee professionals in the investigation of the
        acts, conduct, assets, liabilities and financial
        condition of the Debtor and the operation of the
        Debtors' businesses;

     e. Assisting and supplementing lead co-counsel and
        other Committee professionals in investigating the
        validity, extent, and priority of liens of secured
        claimants against the Debtors' estates, and
        investigating the acts and conduct of such secured
        creditors to determine whether any causes of action
        may exist.

The customary and proposed hourly rates to be charged by McCarthy
Law for the individuals expected to be directly involved in
representing the Committee are:

    G. William McCarthy, Jr.      $400
    Daniel J. Reynolds, Jr.       $300
    Sean P. Markham               $200
    W. Harrison Penn              $200
    Attorneys                     $175 - $425
    Paralegals/ Assistants        $100 - $125

G. William McCarthy, Jr., Esq., of McCarthy Law Firm, LLC, assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Committee Hires J.H. Cohn LLP as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
cases of The Merit Group Inc. asks permission from the U.S.
Bankruptcy Court for the District of South Carolina to retain
J.H. Cohn LLP as financial advisor.

J.H. Cohn will, among other things:

     (a) Review of all financial information prepared by the
         Debtors or their consultants as requested by the
         Committee, including, but not limited to, a review
         of Debtors' key motions to identify case strategy
         issues;

     (b) Gain an understanding of the Debtors' assets;

     (c) Review the Debtors' debtor-in-possession/cash
         collateral budget;

     (d) Establish reporting procedures that will allow for
         the monitoring of the Debtors' activities; and

     (e) Prepare preliminary dividend analysis to determine
         potential return to unsecured creditors.

J.H. Cohn will charge a flat monthly fee for its services:

     (a) $15,000.00 for May 2011;

     (b) $40,000.00 per month for the period June 1, 2011
         through a closing on a sale of the Debtors' assets
         pursuant to section 363 of Bankruptcy Code
         (prorated if such Sale closes in the middle of a
         month); and

     (c) $10,000 per month for monitoring activities after
         the Sale closes.

Clifford A. Zucker, CPA, a partner of J.H. Cohn LLP, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Court OKs Alvarez & Marsal as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized The Merit Group Inc. to employ Alvarez & Marsal North
America, LLC, as the Debtors' financial advisors.

A&M was initially engaged on Nov. 29, 2010, to provide financial
advisory services to the Debtor in connection with its liquidity,
business plan and cash initiatives.  On April 28, 2011, A&M was
re-engaged to provide a new engagement team to continue with the
services of the Prior Engagement as well as assist the Debtors
with the preparation of the Chapter 11 cases.

A&M will provide assistance to the Debtors with respect to
management of the overall restructuring process, the development
of ongoing business and financial plans and supporting
restructuring negotiations among the Debtors, their advisors and
their creditors with respect to an overall exit strategy for their
Chapter 11 Cases.

The Debtors have chosen Morgan Joseph LLC to act as its investment
banker.  A&M will work closely with Morgan Joseph to prevent any
duplication of efforts in the course of advising the Debtors.

A&M managing director Jonathan C. Hickman affirms that A&M: (i)
has no connection with the Debtors, their creditors, other parties
in interest, or their attorneys or accountants, or the United
States Trustee or any person employed in the Office of the United
States Trustee; (ii) does not hold any interest adverse to the
Debtors' estates; and (iii) believes it is a "disinterested
person" as defined by section 101(14) of the Bankruptcy Code.

A&M's hourly billing rates are:

          Managing Director        $600-$850
          Director                 $450-$625
          Associate                $300-$450
          Analyst                  $225-$300

The parties also agreed to indemnification provisions.

A&M received $10,000 as retainer in connection with a prior
engagement where the Company was engaged to provide advisory
services.  In the 90 days prior to the Petition Date, A&M received
retainers and payments totaling $295,443.18.  A&M has applied
these funds to amounts due for services rendered and expenses
incurred prior to the Petition Date.  The unapplied residual
retainer, which is estimated to total $10,000, will not be
segregated by A&M in a separate account, and will be held until
the end of the Chapter 11 cases and applied to A&M's finally
approved fees in these proceedings.

A&M received $100,000 as retainer in connection with the current
engagement where the Company was re-engaged to provide a new
engagement team to continue the services of the Prior Engagement
as well as assist the Debtors with the preparation of the Chapter
11 cases.  In the 90 days prior to the Petition Date, A&M received
retainers and payments totaling $330,321.79 in aggregate for these
services performed for the Debtors.  A&M has applied these funds
to amounts due for services rendered and expenses incurred prior
to the Petition Date.

The unapplied residual retainer, which is estimated to total
approximately $100,000, will not be segregated by A&M in a
separate account, and will be held until the end of
these Chapter 11 cases and applied to A&M's finally approved fees
in these proceedings.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


METROPARK USA: GA Keen Finds Retailers for Former Property Leases
-----------------------------------------------------------------
GA Keen Realty Advisors found retailers to purchase leases for 41
properties formerly operated by high-end clothing company
Metropark in less than two weeks.

"For many years after our founding in 1982, we built our business
selling leases for companies and retailers who were in a
bankruptcy or restructuring mode, but selling leases given the
economy over the past few years has been very difficult"
Retained by Metropark to assist the debtor's financial advisors
CRG Partners Group LLC and debtor's counsel Cooley LLP, GA Keen
was selected to market and sell stores across 21 states that had
been operated by Metropark, which filed for bankruptcy in early
May. GA Keen co-president Matthew Bordwin says he was "amazed" to
find new tenants for the properties so quickly (GA Keen had
approximately 14 days to run a marketing process), especially
given the state of commercial leasing sales over the last five
years.

"For many years after our founding in 1982, we built our business
selling leases for companies and retailers who were in a
bankruptcy or restructuring mode, but selling leases given the
economy over the past few years has been very difficult," Bordwin
said.  "To find new retailers to assume the leases for that many
properties in only two weeks is a testament to the outstanding
work our team did in getting the word out, aggressive marketing
and the quality of the locations, as well.  In addition, our
seamless interactions with Cooley and CRG made the process run
smoothly."

                 About Great American Group

Great American Group, LLC, -- http://www.greatamerican.com/-- is
a leading provider of asset disposition solutions and valuation
and appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.

                         About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the
Debtor's financial advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.


MICHAEL J'S PIZZARIA: Case Summary & Unsecured Creditors
--------------------------------------------------------
Debtor: Michael J's Pizzaria, Inc.
        P.O. Box 4273
        Winter Haven, FL 33885

Bankruptcy Case No.: 11-10898

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: William J. Rinaldo, Esq.
                  THE RINALDO LAW FIRM, PA
                  1102 South Florida Avenue
                  Lakeland, FL 33803
                  Tel: (863) 686-7101
                  Fax: (863) 686-7323
                  E-mail: william.rinaldo@rinaldo-law.com

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

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/flmb11-10898.pdf

The petition was signed by Michael Jarvis, president.


MWM CARVER: Plan Confirmation Hearing Set for July 6
----------------------------------------------------
On May 25, 2011, the U.S. Bankruptcy Court for the District of
Columbia entered its order approving MWM Carver Terrrace, LLC's
First Amended Disclosure Statement dated May 24, 2011, with
respect to the Debtor's First Amended Plan of Reorganization dated
May 24, 2011.

The Court fixed June 8, 2011, as the last day for the submission
of completed ballots accepting or rejecting the amended plan.

The Court fixed July 6, 2011, at 10:30 a.m. as the date and time
for the hearing on confirmation of the amended plan.  June 28,
2011, is fixed as the last day for filing, pursuant to Rule
3020(b)(1) written objections to confirmation of the plan, and any
objection will be served on the proponent on the proponent and the
United States Trustee.

By no later than July 1, 2011, the debtor will file with the clerk
of court a summary of the completed ballots with a certification
that the ballot summary sets forth an accurate and complete
tabulation of all ballots received by the debtor as to rejection
and acceptance of the first amended plan, by class of creditors
and interests with number and total amount of claims or
interests in each category.

Pursuant to the first amended plan, Federal National Mortgage
Association ("Fannie Mae"), is owed in excess of $8 million,
secured by the Debtor's Property and the rental income derived
therefrom.

The Debtor expects to pay Fannie Mae, holders of mechanics liens
on the Property SiteTec Construction Co. and District Electrical
Services, Inc., in full from the sale proceeds at closing on the
sale of the Property.  Utility companies the District of Columbia
Water and Sewer Authority ("WASA") and Washington Gas will be paid
to the extent of any postpetition indebtedness from the sale
proceeds at Closing on the sale of the Property to William C.
Smith & Co., Inc., for the purchase price of $12,525,000, cash at
closing.  Pending confirmation of the plan, the closing of the
sale of the Property and the Operation Assets to Smith, pursuant
to the Sale Agreement, will occur between 30 days and 65 days
after the Sale Order becomes a Final Order.

Pursuant to the Plan terms, holders of Allowed Administrative
Expense Claims and Allowed Priority Claims, which are
unclassified, will be paid in full.

Each holder of Priority Tax Claims, likewise unclassified, will
receive, in full satisfaction of its Claim: (a) Cash, or (b) equal
annual Cash payments in the aggregate amount equal to the Allowed
Priority Tax Claim, together with interest at a fixed annual rate,
over a period not exceeding 5 years after the Petition Date.

The Debtor designates 6 Classes of Claims and Interests under the
Plan.

The Allowed Secured Claim of the District of Columbia Office of
Tax and Revenue, Real Property Tax Administration, under Class 1
will be paid 100% of its claim, plus interest as provided by
applicable law, paid pursuant to the Plan and at Closing on the
sale of the Property.  Class is impaired under the Plan.

The Allowed Secured Claim of Fannie Mae under Class 2, will
receive 100% payment at the closing on the sale, plus non-default
and default interest, and other charges required under the loan
documents, plus costs and expenses incurred prior and during the
Chapter 11 case, provided that any disputed amounts claimed by
Fannie Mae will be paid into escrow at Closing and released only
upon agreement of the Debtor and Fannie Mae or upon Final Order of
the Court.  Class 2 is impaired under the Plan.

The Allowed Secured Claim of SiteTec under Class 3 and the Allowed
Secured Claim of District Electrical under Class 4 will be paid in
full plus interest as provided by applicable law, paid pursuant to
the Plan and at Closing on the sale of the Property.  Class 3 and
4 are both impaired under the Plan.

Holders of Allowed Other Secured Claims under Class 5 will
receive, at the option of the Debtor, either (i) Cash in amount
equal to 100% of the Allowed Other Secured Claim, (ii) the
proceeds of the sale or disposition of the Collateral securing
each Allowed Class 5 Claim to the extent of the value of the
holder's secured interest, net of the costs of disposition,
(iii) other distribution as necessary to satisfy the requirements
of the Bankruptcy Code, including the surrender of the Collateral;
or (iv) other treatment as the Debtor and the holder of an Other
Secured Claim may agree.  Class 5 is impaired under the Plan.

Each holder of a General Unsecured Claim under Class 6 will
receive cash, plus interest at the federal judgment rate from the
later of the Petition Date or the date the Claim became
liquidated, through the date on which the Claim is paid in full,
paid pursuant to the Plan and at Closing on the sale of the
Property.  Class 6 is impaired under the Plan.

The holder of the MWM Carver Terrace Membership Interests under
Class 7 will retain her 100% ownership interests in the
Reorganized Debtor.  Upon the payment in full of all Allowed Class
6 Claims, any remaining Cash on hand will be distributed to the
Reorganized Debtor.  Class 7 is impaired under the Pla.

In the event that the Sale Agreement is terminated or the
transactions contemplated in the Sale Agreement do not occur for
any reason, or the Effective Date does not otherwise occur, the
Debtor will have the right to modify the Plan pursuant to Section
1127 of the Bankruptcy Code and all creditors, including, but not
limited to, Fannie Mae expressly reserve the right to support or
oppose the Plan modification.

A copy of the Disclosure Statement for the Debtor's First Amended
Plan of  Reorganization dated May 24, 2011, is available at:

            http://bankrupt.com/misc/mwmcarver.DS.pdf

Washington, DC-based MWM Carver Terrace, LLC, owns a 407-unit
residential apartment building located at 901 21st Street NE, in ,
Washington D.C.  The Property occupies 5.78 acres of land and has
approximately 252,000 square feet of enclosed improvements.  It
filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No.
11-00168) on March 3, 2011.  Brent C. Strickland, Esq., at
Whiteford, Taylor, & Preston L.L.P., 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.


MXENERGY HOLDINGS: Satisfies Stockholder Vote Condition to Merger
-----------------------------------------------------------------
On May 12, 2011, MXenergy Holdings Inc., Constellation Energy
Resources, LLC, a wholly owned subsidiary of Constellation Energy
Group, Inc., Nutmeg Merger Sub, Inc., a wholly owned subsidiary of
Constellation, and, for certain limited purposes, Mx SR LLC,
entered into an Agreement and Plan of Merger.  Pursuant to the
terms and subject to the conditions set forth in the Merger
Agreement, Constellation has agreed to acquire Holdings through a
merger of Merger Sub with and into Holdings, with Holdings
continuing as the surviving corporation in the Merger and becoming
a wholly owned subsidiary of Constellation.

On May 16, 2011, Holdings mailed a consent solicitation to
stockholders with respect to the adoption of the Merger Agreement.
Stockholders of record on May 12, 2011, owning Class A Common
Stock of Holdings, $0.01 par value per share; Class B Common Stock
of Holdings, $0.01 par value per share; and Class C Common Stock
of Holdings, $0.01 par value per share were entitled to vote on
the Merger Proposal by written consent.

Accordingly, the minimum stockholder vote condition to the closing
of the Merger is now satisfied.  The Merger remains subject to
certain other closing conditions and will not be completed until
such other conditions have been satisfied or waived.

                      About MxEnergy Holdings

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

The Company's balance sheet at March 31, 2011, showed $210.07
million in total assets, $102.66 million in total liabilities and
$107.41 million in total stockholders' equity.

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


NAVISTAR INTERNATIONAL: Reports $88 Million Net Income in Q2
------------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting net income of $88 million on $3.35 billion of sales and
revenues, net, for the three months ended April 30, 2011, compared
with net income of $56 million on $2.74 billion of sales and
revenues, net, for the same period during the prior year.  The
Company also reported net income of $94 million on $6.09 billion
of sales and revenues, net, for the six months ended April 30,
2011, compared with net income of $88 million on $5.55 billion of
sales and revenues, net, for the same period a year ago.

The Company's balance sheet at April 30, 2011, showed $9.96
billion in total assets, $10.64 billion in total liabilities, $5
million in redeemable equity securities, $84 million in
convertible debt and a $769 million total stockholders' deficit.

"The second quarter results represent good earnings and strong
cash flow from operations while building to deliver to our 2011
and beyond objectives," said Daniel C. Ustian, Navistar chairman,
president and chief executive officer.  "We continue to see
increasing customer acceptance of all our engine and vehicle
families, confirming we have the right strategy in place and that
we will deliver full year results toward the higher side of our
previous guidance."

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

                        http://is.gd/j7msPW

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEVADA REGIONAL: S&P Lowers Rating on $21.73MM Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying (SPUR) rating to 'BB+' from 'BBB-' on Nevada, Mo.'s
$21.73 million hospital refunding revenue bonds, series 2007,
issued for Nevada Regional Medical Center (NRMC). The outlook is
stable.

"NRMC's decreasing patient volumes, physician losses, and
worsening margins have begun to strain the balance sheet, in our
opinion," said Standard & Poor's credit analyst Robert Dobbins.

Patient volumes have dropped as a result of physician losses since
2009. The hospital lost a general surgeon and two primary-care
physicians in 2009; a general surgeon also retired more recently.
Since then, volumes have not rebounded, and NRMC's operations have
continued to decline as a result. For the 10-month period ended
April 30, 2011, unaudited adjusted net operating income dropped to
negative $1.408 million from negative $0.935 million for the
same period in 2010. Management attributes these results to a
decrease in patient volumes for all rural hospitals and the
residual impact from physician losses.  For the 10-month periods
ended April 30, 2011 and 2010, emergency room visits declined by
5.4%, outpatient visits fell by 4.6%, surgical operations dropped
8.9%, and births decreased by 6.9%. NRMC's concentration in
its top 10 physicians, which has historically exceeded 80%,
remains a concern, in S&P's view.


NORTEL NETWORKS: Allocation of Sale Proceeds Under Consideration
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that judges in Delaware and Toronto held a joint hearing
June 7 by teleconference about a mechanism to decide how to divide
proceeds from the sale of assets by Nortel Networks Inc.  Nortel
has already generated about $3 billion.  The last major asset sale
will occur on June 20 when Nortel's portfolio of 6,000 patents
goes up for auction. The $900 million opening bid will come from
Google Inc.

Mr. Rochelle notes that 19 Nortel subsidiaries in Europe want an
international arbitrator appointed to decide on the allocation of
sale proceeds among the Nortel companies in bankruptcy proceedings
in the U.S., Canada and the U.K. The European companies, in
proceedings in London, claim no one should have a "home court
advantage."

                      About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTEL NETWORKS: Justice Dep't Scrutinizing Patent Bidders
----------------------------------------------------------
The Wall Street Journal's Thomas Catan reports that the U.S.
Justice Department is scrutinizing likely bidders for a trove of
patents being sold by Nortel Networks Corp. amid concerns the
patents could be used to unfairly hobble competition, according to
people familiar with the matter.

Nortel has some 6,000 patents spanning key portions of the modern
world, including wireless video, Wi-Fi, Internet search, social
networking and a next-generation mobile data technology now being
adopted by carriers, known as LTE.

Sources told the Journal the department's antitrust division is
reviewing Google's $900 million opening bid for the patents,
although it hasn't found major competitive issues that would lead
it to challenge its purchase.  The agency, the people said, has
greater concerns about Apple Inc., another possible bidder, which
has often tangled with rivals in patent suits.  Apple has been in
talks with the Justice Department to address its concerns, the
people added.

The Journal says Apple and Google declined to comment, as did a
spokeswoman for the Justice Department.

The Nortel auction is set for June 20.

The Journal relates others said to be interested include
BlackBerry maker Research In Motion Ltd., and several patent-
licensing firms.  RIM didn't respond to a request seeking comment.

                      About Nortel Networks

Nortel Networks Inc. (OTC BB: NRTLQ) -- http://www.nortel.com/--
was once North America's largest communications equipment
provider.  It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTEL NETWORKS: CAW Proposes Global Debts & Assets Consolidation
-----------------------------------------------------------------
During argument before Ontario's Commercial Court, the CAW, along
with other parties representing Canadian employees and their
benefit and pension plans, took the position that the only way to
appropriately distribute proceeds from the sale of Nortel's world-
wide assets is to share them pro-rata among the claims of its
creditors.

This method of distribution, a form of global substantive
consolidation, reflects the integrated and interdependent nature
of Nortel's world-wide operations before January of 2009, when it
filed for bankruptcy protection in Canada, the United States and
other jurisdictions around the world.

If accepted by the court when a trial is conducted, likely later
this year, pro-rata distribution will result in a fair
distribution of the sale proceeds among all of the creditors and a
just resolution for the employees who have lost their jobs,
retirees facing reductions in their pensions and disabled
employees who have lost the incomes and benefits on which they
depended.

Although Nortel's headquarters was situated in Canada, before its
insolvency it distributed sales proceeds among its global entities
to reduce its overall tax burden, with the effect that most of its
assets were located outside Canada.  However, most of Nortel's
debts were either situated in or guaranteed by the Canadian
headquarters.  As a result, creditors of Nortel's entities around
the world are not only making claims in their own jurisdiction,
but also against any assets flowing into Canada from the sale of
its global business interests.  This, essentially, gives them two
ways of recouping losses; something which the Canadian only
creditors, including those represented by the CAW, do not have.

Pro-rata distribution is not a new concept in insolvency
proceedings.  It has been used to deal with similarly integrated
companies in both Canada and the United States, and is proposed as
a resolution by major creditors in the U.S. proceedings involving
Lehman Brothers, another globally integrated company.  As such,
the proposed pro-rata distribution of Nortel's assets has a
reasonable chance of success, giving not only fairness, but also
justice to those who have suffered most from Nortel's meltdown.

During the height of Nortel's success in the 1980s, the CAW
represented 5,000 Nortel workers.

                    About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTH AMERICAN AMUSEMENTS: Case Summary & Unsecured Creditors
-------------------------------------------------------------
Debtor: North American Amusements, Inc.
        dba Shamrock Shows
        11101 Calabash Avenue
        Fontana, CA 92337

Bankruptcy Case No.: 11-28407

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Warren G. Enright, Esq.
                  ENRIGHT LAW CENTER
                  1901 Newport Blvd, Suite 350
                  Costa Mesa, CA 92627
                  Tel: (949) 642-3856
                  Fax: (949) 642-4743
                  E-mail: enrightlawcenter@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/cacb11-28407.pdf

The petition was signed by Joe Blash, president.


NORTHWESTERN STONE: Can Continue Using McFarlane Cash Collateral
----------------------------------------------------------------
On May 26, 2011, the U.S. Bankruptcy Court for the Western
District of Wisconsin, authorized Northwestern Stone, LLC, to
continue using cash collateral of McFarland State Bank pursuant to
a budget, subject to reasonable deviation and fluctuation, and to
pay other fees, expenses and obligations only as approved by the
Court after Notice and Hearing.

As adequate protection, the Bank is granted a replacement lien a
replacement lien on all postpetition accounts receivable pursuant
to 11 U.S.C. Section 361(2).

As further adequate protection, the Bank is granted, pursuant to
Sections 361 and 363 of the Bankruptcy Code, valid, choate,
perfected, enforceable and non-avoidable security interests in and
liens and mortgages upon its prepetition collateral owned by the
Debtor as of the Petition Date and all proceeds, rents, products
or profits thereof, to the same extent and priority as the Bank's
prepetition security interests, liens, and mortgages.  Any
unperfected pre-petition lien remains unperfected and subject to
avoidance pursuant to the bankruptcy code.

As a condition for the continued use of the Bank's cash
collateral, the Debtor agrees to the following:

a. On or before April 15, 2011, and continuing on or before the
   15th (fifteenth) day of each month during which this Order is
   in effect, the Debtor will pay to Lender an interest payment
   in the amount of $19,207.

b. On or before May 6, 2011, the Debtor, the Bank and counsel for
   the Unsecured Creditor's Committee will agree on a marketing
   plan for the Middleton quarry consisting of either a listing
   contract, 11 U.S.C. 363 sale process, or combination thereof.

c. Debtor will conclude the scheduled sale of the Springfield
   quarry, and conduct the scheduled public auction of its
   equipment, and pay over to the Bank the net proceeds of those
   two sales, except those proceeds arising from the sale of
   titled vehicles, less $175,000, on or before June 13, 2011.

d. In the event the marketing plan referred to in paragraph b
   above entails a listing of the quarry, Debtor will provide a
   report, no less than every thirty days, to the Bank and Counsel
   for the Unsecured Creditor's Committee regarding the sales
   activity for the Middleton quarry.  In the event that there is
   inadequate sales activity, Debtor agrees to consult with the
   Bank and counsel for the Unsecured Creditor's Committee
   regarding reasonable listing price of the quarry.

Should the Debtor default on any provision of this Order, or fail
to substantially comply with the Budget, Debtor's permission to
use the Bank's cash collateral shall immediately cease without
further order of this Court.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Timothy J. Peyton, Esq., who
has an office in Madison, Wisconsin, serves as the Debtor's
bankruptcy counsel.  Grobe & Associates, LLP, serves as the
Debtor's accountants.  Claire Ann Resop of von Briesen & Roper,
S.C., represents the Official Committee of Unsecured Creditors as
legal counsel.


NORTHWESTERN STONE: Seeks to Make TCF Adequate Protection Payments
------------------------------------------------------------------
Northwestern Stone, LLC, asks the U.S. Bankruptcy Court for the
Western District of Wisconsin to approve adequate protection
payments of $1,900 per month in exchange for the Debtor's
continued use of a 2007 Peterbilt truck financed by TCF Equipment
Finance, Inc.

                   About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.  Timothy J. Peyton, Esq., who
has an office in Madison, Wisconsin, serves as the Debtor's
bankruptcy counsel.  Grobe & Associates, LLP, serves as the
Debtor's accountants.  Claire Ann Resop of von Briesen & Roper,
S.C., represents the Official Committee of Unsecured Creditors as
legal counsel.


NURSERYMEN'S EXCHANGE: Wants to Pay Prepetition Shipping Charges
----------------------------------------------------------------
Nurserymen's Exchange, Inc., seeks Bankruptcy Court authority to
pay, in its sole discretion, undisputed pre-petition charges from
domestic or international freight and shipping logistics providers
who are responsible for transporting goods to the Debtor, in an
amount not to exceed $300,000.

The Debtor said its ability to timely receive, distribute and
fulfill sales depends on the maintenance of a successful and
efficient system of transportation, and any disruption of the
delivery or return of product or merchandise could have an
immediate and devastating impact on the Debtor's operations.
Likewise, any disruption in the Debtor's ability to sell product
or merchandise would have an equally immediate and devastating
impact on its operations.  Therefore, the Debtor's business
operations and the value of its enterprise depends in very large
part on the maintenance of reliable and efficient transportation
for product and merchandise.

The Official Committee of Unsecured Creditors objects to the
Debtor's request, saying the selective payment of prepetition
claims necessarily discriminates against some unsecured creditors.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) on May 23, 2011.  Stephen D. Finestone,
Esq., in San Francisco, serves as counsel to the Debtor and Katten
Muchin & Rosenmann, LLP, as special counsel.  Omni Management
Group LLC is the claims and notice agent.  C&A Inc. serves as
restructuring and turnaround consultants, and FocalPoint
Securities LLC as investment banker and financial advisor.
Calegari & Morris serves as accountant and The Abernathy MacGregor
Group Inc. as corporate communications consultant.

The Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.

DIP lender Wells Fargo is represented in the case by Pamela
Kohlman Webster, Esq. -- pwebster@buchalter.com -- at Buchalter
Nemer.


NURSERYMEN'S EXCHANGE: Taps Calegari & Morris as Accountant
-----------------------------------------------------------
Nurserymen's Exchange, Inc., needs an accountant to file tax
returns and other tax related documents during the pendency of its
case. In this regard, Nurserymen's Exchange hired Calegari &
Morris.

Calegari has rendered tax services to the Debtor since 1999.

The individuals at Calegari most likely to work on behalf of the
Debtor and their related hourly billing rates are:

          George Morris                 $375
          Kathleen Burry                $310
          Alyson Minagawa               $230
          Patty Trick                   $230

The Debtor provided Calegari with a pre-petition retainer of
$70,000 to be billed against for the work done on the Chapter 11
case.

Calegari's George Morris -- gmorris@calegariandmorris.com --
attests that his firm does not represent any interest adverse to
that of the Debtor or of the estate.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


NURSERYMEN'S EXCHANGE: Has Abernathy as Communications Consultant
-----------------------------------------------------------------
Nurserymen's Exchange, Inc., seeks Bankruptcy Court permission to
employ The Abernathy MacGregor Group, Inc., as its corporate
communications consultant.

Abernathy's work includes:

     -- preparing materials to be distributed to the Debtor's
        employees explaining the impact of the Chapter 11 case;

     -- drafting correspondence to creditors, vendors, employees,
        customers and other interested parties regarding the
        Chapter 11 case;

     -- preparing written guidelines and "talking points" for
        management to assist them in addressing the Debtor's
        160 employee and customer concerns;

     -- preparing news releases for dissemination to the media
        for distribution;

     -- interfacing with media representatives and coordinating
        media reports to contain the correct facts and the
        Debtor's perspective on an ongoing basis;

     -- assisting the Debtor in maintaining its public image as
        a viable business and going concern during the Chapter 11
        reorganization process;

     -- assisting the Debtor in handling inquiries (e.g.,
        employees, dealers, vendors, customers, retirees, etc.)
        and developing internal systems for handling inquiries;
        and

     -- performing other strategic communications consulting
        services as may be required by the Debtor in the
        Chapter 11 case.

Abernathy has provided services in a number of large and mid-size
bankruptcy restructurings. Advisory assignments in which Abernathy
has been actively involved include, among others: American
Airlines, BearingPoint, Bowe Bell + Howell, Centis, Consolidated
Freightways, Finova, Fleetwood, General Growth Properties, JL
French, Heartland Publications, Orleans Homebuilders, United
Airlines, and Z Gallerie.

Rivian Bell -- rlb@abmac.com -- Senior Counselor at Abernathy,
will be primarily responsible for providing professional services
to the Debtor.

Abernathy has provided corporate communications consulting
services to the Debtor since April 20, 2011, for which it has
received a pre-petition retainer of $30,000.

According to the terms of the parties' agreement, the Debtor has
agreed to pay Abernathy for its services at these hourly rates:

      Staffer                                   Rate
      -------                                   ----
Managing Partners, Counselors                $600 - $650
Managing Directors, General Managers         $525 - $550
Senior Vice Presidents, Executive Vice
  Presidents & Consultants                   $400 - $525
Vice Presidents                              $300 - $350
Senior Account Executives, Research &
  Consultants                                $250 - $275
Account Executives                           $200
Account Associates, Support Staff             $50 - $150

Ms. Bell attests that Abernathy (i) does not hold or represent any
interest adverse to the Debtor or its estate, and (ii) is a
"disinterested person" as that term is defined in sections 101(14)
and 327 of the Bankruptcy Code.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


NURSERYMEN'S EXCHANGE: FocalPoint on Board as Investment Banker
---------------------------------------------------------------
Nurserymen's Exchange, Inc., asks the Court for authority to
employ FocalPoint Securities, LLC, as investment banker and
financial advisor.

The Debtor said it requires FocalPoint to continue its significant
pre-petition efforts to maximize the value of the Debtor's
operating assets through a sale or restructuring transaction and
to provide financial advisory services.

Among other things, FocalPoint will:

     -- review, analyze and evaluate the Company's operations,
        business, business plan, strategic and financial position,
        and related financial projections;

     -- prepare and distribute descriptive materials to potential
        financing sources, buyers, investors or other interested
        parties for evaluation of a Transaction, and assist in
        negotiating and structuring a potential Transaction with
        such parties;

     -- assist the Company in soliciting bids from potential
        lenders, acquirers and/or investors;

     -- assist the Company in reviewing proposals in connection
        with a Transaction;

     -- make presentations to the Company's Management and/or
        Board of Directors to enable them to evaluate any
        potential Transaction;

     -- at the request of the Company, provide information to the
        Company's senior secured lender with respect to activities
        in connection with the engagement;

     -- assist the Company with any due diligence investigations
        conducted in connection with a Transaction;

     -- make presentations to its senior secured lender, creditor
        groups, and equity holders as directed by the Company's
        Management and/or Board of Directors related to a
        Transaction and related processes;

     -- provide expert advice and testimony with regard to
        financial matters related to a Transaction; and,

     -- with mutual consent, render other customary financial
        advisory and investment banking services.

Beginning in September 2010, the Debtor and FocalPoint commenced a
two-part solicitation process designed to either (i) refinance the
existing secured lender or (ii) find a financial or strategic
buyer for the Debtor's operating business.  On a parallel track to
the process undertaken by FocalPoint, the Debtor has marketed
certain real estate assets that are not essential to its
operations.

As part of this pre-petition process, FocalPoint has contacted (or
been contacted by) in excess of 150 potential interested parties,
including both debt capital providers and strategic and financial
buyers. Of these, approximately 48 have executed non-disclosure
agreements for additional information and access to the Debtor's
data room. As a result of this process, the Debtor received a
number of written proposals to provide working capital financing
from financial institutions but these proposals did not provide
enough capital to fully retire the secured debt or were contingent
on new equity being invested into the business.

In addition to the proposals from lenders, the Debtor received
several indications of interest to consummate a purchase of the
Debtor's assets.  After evaluating these proposals, holding
management presentations, meeting with the various investor groups
and consulting with Wells Fargo Bank, the Debtor executed a Letter
of Intent with a buyer that provided for a period of exclusivity,
and the Debtor began engaging in extensive business and legal due
diligence.  Unfortunately, the Debtor was not able to finalize an
asset purchase agreement with the interested party prior to filing
the bankruptcy and exclusivity was terminated on or about May 11,
2011.  Upon termination of exclusivity, FocalPoint immediately
began re-marketing the Operating Assets and have begun conducting
discussions with potential strategic and financial investors since
that time.

In addition to the pre-petition solicitation process, FocalPoint
has provided significant additional services and value to the
Debtor prior to the Petition Date.  This included, but was not
limited to, negotiating with potential investors and facilitating
their due diligence, advising the Debtor with respect to and
negotiating both forbearance agreements and the DIP Financing with
the Wells Fargo Bank, assisting the Debtor with pre-bankruptcy
planning, structuring and developing sale procedures and the
accompanying Asset Purchase Agreement, all as part of its
engagement by the Debtor.

FocalPoint received $315,000 prepetition from the Debtor.  The
Debtor said 50% of the amount will be credited against any
Transaction Fee payable to FocalPoint pursuant to the terms of
FocalPoint's proposed employment.  Prior to the Petition Date,
FocalPoint received a $70,000 Fee Retainer, representing two
monthly installments of $35,000 and an out of pocket expense
retainer of $10,000.

The Debtor proposes to compensate FocalPoint according to this
structure:

     (A) A monthly retainer fee of $35,000 earned and payable on
the 1st day of each month and 50% of which (together with 50% of
all monthly fees collected by FocalPoint during its pre-petition
employment by the Debtor) will be credited against any Sale Fee,
Financing Fee or Restructuring Fee or fees payable to FocalPoint.
FocalPoint received the monthly retainer fee for May 2011 and
therefore another monthly fee will not be earned and payable until
June 1, 2011.

     (B) Upon the consummation of a Sale Transaction, FocalPoint
will be entitled to receive a sale fee equal to the greater of (i)
2.5% of the Aggregate Consideration, which includes cash,
securities, assumption of debt, cure costs and other consideration
paid or obligations assumed by a purchaser in a Sale Transaction;
and (ii) $550,000.

     (C) If the Debtor enters into exit financing in connection
with a Plan Transaction, FocalPoint will be entitled to receive a
financing fee equal to the greater of 4.5% of funded or committed
capital and (y) $550,000.

     (D) If the Debtor confirms and effectuates a Restructuring,
FocalPoint will be entitled to a Restructuring Fee, which is the
greater of (i) $550,000 or (ii) 2.5% of Aggregate Consideration
minus the amount of any Sale Fee or Financing Fee paid to
FocalPoint.

     (E) In the event that a Transaction could be characterized as
more than one type of Transaction, the fee earned by FocalPoint
shall be the greater of the Sale Fee, the Financing Fee or the
Restructuring Fee.  Under no circumstances will multiple fees be
paid on a single Chapter 11 Transaction.  The Transaction Fees
will be payable to FocalPoint upon the closing of a Transaction.

     (F) Without regard to whether any Transaction closes,
FocalPoint will be entitled to reimbursement of all necessary,
documented, reasonable out-of-pocket expenses incurred during this
engagement.

     (G) If FocalPoint's engagement is terminated pursuant to the
terms of the Engagement Letter, the material compensation
provisions of the Engagement Letter will survive to the extent the
provisions related to the payment of fees due and expenses
incurred on or before the effective date of termination.  Other
provisions of the Engagement Letter will also survive termination.
Additionally, if the Engagement Letter is terminated by the
Company, FocalPoint shall be entitled to any Sale Fee, Financing
Fee or Restructuring Fee if a Transaction is either entered into,
agreed to or consummated within the later of 12 months of the date
of termination or 12 months from the date an agreement for a
Transaction is entered into amongst the relevant parties.

Alexander Stevenson -- astevenson@focalpointllc.com -- Managing
Director at FocalPoint, attests that his firm is a "disinterested
person" as that term is defined in sections 101(14) and 327 of the
Bankruptcy Code, and does not hold or represent an interest
adverse to the Estates and does not have any connection with the
Debtors, the creditors, or any other party in interest in the
Chapter 11 Cases, or their attorneys or accountants.

                    About Nurserymen's Exchange

Founded in 1941 as a San Francisco bulb brokerage business, and
currently based in Half Moon Bay in the San Francisco Bay Area,
Nurserymen's Exchange Inc. is a producer, broker and wholesaler of
home decor products incorporating indoor blooming plants,
specialty foliage, holiday grow kits, and potted edibles.

Nurserymen's Exchange filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-31985) in San Francisco, California, on May 23,
2011.  Stephen D. Finestone, Esq., in San Francisco, serves as
counsel to the Debtor.  Omni Management Group, LLC, is the claims
and notice agent.  C&A, Inc., serves as financial advisor.  The
Debtor disclosed $34,755,036 in assets and $24,772,945 in
liabilities in its schedules.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped lawyers at Landau Gottfried &
Berger LLP as counsel.


ODYSSEY PROPERTIES: 3 Affiliates' Plan of Liquidation Confirmed
---------------------------------------------------------------
On May 20, 2011, the U.S. Bankruptcy Court for the Middle District
of Florida approved the Joint Disclosure Statement for the Joint
Plan of Liquidation of Odyssey (III) DP XVII, LLC, Paradise
Shoppes at Apollo Beach, LLC, and CRF-Panther IX, LLC, on a final
basis.   The Debtors are affiliates of Odyssey Properties III,
LLC.

Based on the facts and circumstances of these Bankruptcy Case, the
Bankruptcy Court sustained the objection of the United States
Trustee as it relates to the scope of the discharge provisions in
Article 11.1 of the Plan.  The UST objection as it relates to the
exculpation provision in Article 11.2 of the Plan is sustained in
part and denied in part.  Based on the facts and the circumstances
and of he provisions of Article 11.2 will be applicable only to
Lawrence W. Maxwell and William Maloney.

A copy of the UST objection is available at:

        http://bankrupt.com/misc/odyssey.USTobjection.pdf

The Bankruptcy Court also confirmed the Debtors' Plan, as modified
in the Order, in its entirety.

Finally, the Bankruptcy Court approved the sale of:

  a) Sale Assets of Odyssey (III) DP XVII, LLC, to St. Charles
     Station LLC for $10,000,000 in cash.

  b) Sale Assets of Paradise Shoppes at Apollo Beach, LLC, to BRY
     2010 Auction, LLC, for $10,175,000 in cash.

  c) Sale Assets of CRF-Panther IX, LLC, to Cole CCPT III
     Acquisitions, LLC, for $14,775,000 in cash.

The sales of the Sale Assets to the purchasers are a necessary and
appropriate step toward enabling the Debtors to successfully
conclude the Debtors' Chapter 11 cases as part of a plan of
liquidation.

A copy of the Confirmation Order is available at:

      http://bankrupt.com/misc/odyssey.confirmationorder.pdf

As reported in the TCR on April 20, 2011, three debtor affiliates
of Odyssey Properties III, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of Florida a proposed plan of
liquidation and an explanatory disclosure statement.

The debtor affiliates are Odyssey (III) DP XVII, LLC, CRF-Panther
IX, LLC and Paradise Shoppes at Apollo Beach LLC.

The proposed plan provides for the implementation of the terms of
a settlement agreement with Wells Fargo Bank, N.A.  It also
provides for the bankruptcy auction sales of St. Charles Plaza,
Paradise Shoppes, and Century Town Center and all assets thereof
as well as the distribution of sale proceeds and Wells Fargo's
cash collateral.

The Court earlier approved the Debtors' proposed settlement with
Wells Fargo and the sale of substantially all of their assets
pursuant to a bid process.  Under the deal, the proceeds of the
sale of the assets will be distributed on the effective date of
the plan after payment of the sale closing costs.  Wells Fargo
will, among other things, receive 100% of the proceeds from all
sales equal to or less than 110% of the as-is fair market value of
the assets.

Under the proposed plan, claims are divided into six classes.
Class 1 consists of all Priority Claims and is unimpaired.
Holders of these claims will receive payment in cash equal to the
allowed amount of their claims.

Class 2 consists of all of the Secured Claims and Other Claims of
Wells Fargo, which will be treated in accordance with the
settlement agreement.  This class is impaired and Wells Fargo is
entitled to vote on the plan.

All Secured Tax Claims of governmental units are classified under
Class 3.  Each holder of an allowed Secured Tax Claim will be paid
in cash equal to the allowed amount of its claim.  Class 3 is
impaired by the plan.

Class 4 consists of all Secured Claims not otherwise specifically
classified in the plan.  It is impaired by the plan and each
holder of the Class 4 claim is entitled to vote.  Holders of the
Class 4 claims will receive either their collateral or the
proceeds from the sale of their collateral.  Any property securing
their claims may also be returned in full and final satisfaction
of those claims.

Class 5 consists of all Unsecured Claims not otherwise classified
in the plan.  Holders of these claims will receive their pro rata
share of the unsecured creditor distribution for each applicable
Debtor.  Each holder of a Class 5 claim is entitled to vote.  It
is anticipated that holders of allowed Unsecured Claims will be
paid in full, according to the plan.

Equity interests are classified under Class 6, which is impaired
by the plan.  Holders of allowed equity interests will receive
their pro rata share of the "equity carveout" for each applicable
Debtor.

A copy of the joint disclosure statement is available for free at
http://bankrupt.com/misc/Odyssey_JointDS3Affiliates.pdf

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.


ODYSSEY PROPERTIES: U.S. Trustee Objections to Plan Confirmation
----------------------------------------------------------------
Donald Walton, the United States Trustee for Region 21, objects to
the confirmation of Odyssey properties III's Plan of
Reorganization pursuant to 11 U.S.C. Section 1129(a), enumerating
that:

  1. Paragraphs 11.2 and 11.6 of the the Plan improperly provides
     for (a) an exculpation from liability for the Debtor, Mr.
     Maxwell, Mr. Maloney, their agents, professionals, and
     various other individuals and (b) a release from liability ]
     for many of the same individuals from "any and all
     claims. . . which is in any way relating to the Debtor, any
     assets or Property of the Debtor, the business or operations
     of the Debtor, the Plan, or any of the transactions of the
     Debtor . . . ."

  2. The exculpation provision is overly broad.

  3. Section 524(e) of the Bankruptcy Code generally prohibits the
     discharge of non-debtor third parties through the
     confirmation process.

  4. The plan provides for the payment in full of the unsecured
     claimants on the effective date of the plan.  To the secured
     noteholders, who hold claims totaling $29,000,000 per
     schedule D, the plan provides $500,000 in cash, apparently
     paid by CHC VII, Ltd. [as guarantor], on the effective date
     of the plan, and payments from a fund, the source of which is
     generally excess cash flow, proceeds from sales, and
     recoveries from litigation.  If any amount remains to be paid
     under the Guaranty, it is to be paid thirty months after the
     effective date.  Separately, it appears that Mr. Maxwell, or
     someone related to him, will fund a $500,000 line of credit,
     which is to be repaid from net proceeds of sales, prior to
     paying noteholders.  It is unclear that there is an identity
     of interest between the Debtor and the other released
     parties, how meaningful the contribution is, whether
     noteholders will be paid in full, and whether the plan
     provides an opportunity for those claimants who choose not to
     settle to recover in full.

For the foregoing reasons, the United States Trustee asks the
Bankruptcy Court to deny confirmation.

A copy of the UST objection is available at:

   http://bankrupt.com/misc/odysseyproperties.USTobjection.pdf

As reported in the TCR on April 20, 2011, Odyssey Properties III
filed with the U.S. Bankruptcy Court for the Middle District of
Florida an amended disclosure statement explaining its Chapter 11
plan of reorganization.

The restructuring plan provides for the continued operation of
Odyssey Properties as a reorganized company.  It also calls for
cash payments to holders of allowed claims except those holders
of equity interests.

A copy of Odyssey Properties' amended Chapter 11 plan of
reorganization is available without charge at:

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

                       Odyssey Properties

Lakeland, Florida-based Odyssey Properties III, LLC, is engaged in
the business of developing, owning, and operating commercial
properties, including anchored and unanchored retail centers,
office buildings, flex and warehouse space, and self-storage
centers, primarily in central Florida.

Odyssey Properties and certain affiliates filed for Chapter 11
protection on August 2, 2010 (Bankr. M.D. Fla. Case No. 10-18713).
Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.


ORDWAY RESEARCH: U.S. Trustee Wants JC Jones Employment Denied
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Southern District of New York to deny
Ordway Research Institute Inc.'s request to employ JC Jones &
Associates as financial and restructuring advisors.

As reported in the Troubled Company Reporter on May 18, 2011,the
Debtor said that the cost of JC Jones' professional services
ranges from $100 to $350 per hour per person, depending on the
background and experience of the individuals performing the work.

JC Jones' hourly rates are revised semi-annually, on Jan. 1 and
July 1 of each year.  JC Jones' hourly rates as of Jan. 1, 2011,
for the proposed work are:

          Practice Lead                  $275 to $350
          Professional Consultants       $225 to $300
          Support Personnel              $100 to $150

The individuals assigned to work on this engagement and their
current daily rates are:

          Ronald Castor (Practice Lead)                  $280
          John Bellardini (Consultant - Lead)            $275
          Jack Canty (Consultant)                        $225
          Administrative Assistant (Support Personnel)   $100

JC Jones will be paid 80% of their disputed fees and 90% of their
undisputed expenses on a monthly basis.

The U.S. Trustee explains that he is unable to assess the
reasonableness of fees and expenses at this time and believes it
most appropriate to reserve the right to do so.

The U.S. Trustee is represented by:

         Kevin Purcell, Esq.
         74 Chapel Street, Suite 200
         Albany, NY 12207
         Tel: (518) 434-4553

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

The Debtor filed for Chapter 11 protection (Bankr. S.D. NY Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan, A Professional Corporation, represents the
Debtor in its restructuring effort.  As of April 26, 2011, Ordway
had roughly $12,158,202 in assets and $17,108,847 in liabilities.
In its schedules, the Debtor disclosed $6,615,279 in assets and
$18,703,061 in liabilities.


OXIGENE, INC: Complies with NASDAQ Listing Requirements
-------------------------------------------------------
OXiGENE, Inc., has regained compliance with the minimum Market
Value of Listed Securities requirement for continued listing on
The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule
5450(b)(2)(A).  Consequently, the Company's securities will
continue to be listed on The NASDAQ Stock Market.

The June 1, 2011, letter from NASDAQ stated that the Company's
MVLS has been at least $35 million for more than 10 consecutive
business days (from May 10, 2011 through May 31, 2011).  NASDAQ
previously notified the Company on March 10, 2011, that the
Company had regained compliance with the Minimum Bid Price
Requirement of at least $1.00 per share.  Accordingly, the NASDAQ
Hearing Panel determined on June 1, 2011, that the Company has
regained compliance with all of the Panel's conditions to
continued listing on NASDAQ, and that the Panel is closing its
inquiry into this matter.

                         About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young 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.
Ernst & Young noted that the Company has incurred recurring
operating losses and will be required to raise additional capital,
alternative means of financial support, or both, prior to Jan. 1,
2012 in order to sustain operations.  According to Ernst & Young,
the ability of the Company to raise additional capital or
alternative sources of financing is uncertain.

The Company's balance sheet at March 31, 2011, showed
$3.85 million in total assets, $2.80 million in total liabilities,
and $1.04 million in total stockholders' equity.


PATROS INC: Court Won't Reconsider Order Granting FDIC Stay Relief
------------------------------------------------------------------
Bankruptcy Judge Phillip J. Shefferly denied Patros, Inc.'s
request to reconsider an order granting the Federal Deposit
Insurance Corporation relief from the automatic stay.

On April 1, 2011, the FDIC, as receiver for Citizens State Bank,
sought relief from the automatic stay alleging that the FDIC is
the owner of real property located at 18540 Frazho Road, and 25979
Kelly Road, and that the Debtor is in possession of the Property.
On Feb. 23, 2009, Citizens State Bank entered into a land contract
to sell the Property to WT Roseville Property, LLC, and that WT
Roseville had defaulted under the Land Contract by failing to make
the required monthly installment payments, and by failing to pay
the balance of the purchase price of $525,000 when the Land
Contract matured on March 1, 2010.

On June 4, 2010, the FDIC mailed WT Roseville a notice of
forfeiture of the Land Contract in accordance with applicable non-
bankruptcy law that required the payment of $507,215.88 on or
before June 20, 2010.  When WT Roseville did not pay the amount
demanded in the notice of forfeiture, the FDIC commenced an action
to forfeit the Land Contract in Michigan Judicial District Court
39A, case no. 10-2014.

On July 20, 2010, WT Roseville consented to the entry in the State
Court Case of a judgment of possession after land contract
forfeiture.  The judgment contained an express finding by the
court that the FDIC "has a right of possession" and provided that
if the amount of $507,284.88 was not paid within 90 days from the
date of the judgment, then an order of eviction may issue in favor
of the FDIC for the Property.  When WT Roseville failed to timely
pay the amount set forth in the judgment, the FDIC obtained an
order of eviction on Feb. 7, 2011.  On March 7, 2011, a court
officer appeared at the Property to enforce the order of eviction.
The court officer was then informed that the Debtor filed the
Chapter 11 case and that the Debtor had a lease for the Property.

Judge Shefferly said there is nothing in the Debtor's motion for
reconsideration that convinces the Court that the granting of
relief from the automatic stay is based upon any palpable defect.

"The Court was and remains persuaded that there is cause to grant
the FDIC relief under Sec. 362(d)(1) of the Bankruptcy Code
because of the consent judgment entered in the State Court Case
which terminated the interest of WT Roseville, the Debtor's
landlord, in the Property," he said.

Judge Shefferly said if the Debtor believes that it has rights
under the Lease to remain in the Property, it is free to pursue
those rights in the State Court Case.

A copy of the Court's June 3, 2011 Order is available at
http://is.gd/ZkbIYsfrom Leagle.com.

Patros, Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Mich.
Case No. 11-45911) on March 7, 2011, listing under $1 million in
both assets and debts.  A copy of its petition is available at no
charge at http://bankrupt.com/misc/mieb11-45911.pdf


PEARLAND SUNRISE: Disclosure Statement Hearing Reset to June 20
---------------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas, Austin Division, has agreed to reset
hearing on the approval of the disclosure statement explaining the
Chapter 11 Plan of Reorganization of Pearland Sunrise Lake Village
I, LP, to June 20, 2011, at 9:30 a.m.

As reported in the Troubled Company Reporter on Feb. 2, 2011, the
Plan proposes to repay the Debtor's creditors in full through the
continued operation of its real property in Broadland, Texas, the
use of settlement funds deposited into the registry of the 23rd
District Court of Brazoria County, Texas, and the possible
recovery of other funds related to a lawsuit identified as the
"National Lawsuit".

After confirmation, the Debtor will continue to operate its
business, focusing its attention on leasing its real property.

The salient terms of the Plan include:

  (1) Holders of administrative claims and priority claims will be
      paid in full on the effective date of the Plan;

  (3) Holders of secured claims will be paid over time.

  (4) Holders of unsecured claims will be paid the allowed amounts
      of their claims pro-rata in 60 equal installments beginning
      on the Effective Date.

  (5) Holders of partnership interests will retain their
      interests, but the interests will not re-vest until all
      other allowed claims have been paid in full.

A copy of the Disclosure Statement, dated Nov. 30, 2010, is
available for free at:

         http://bankrupt.com/misc/PearlandSunrise.DS.pdf

                   About Pearland Sunrise Lake

Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba
SRLVI, was chartered in June 2005 for the purpose of acquiring and
developing an approximately 5.8 acres of land at 9415 Broadland,
Texas.  Office space of 36,008 square feet of retail space and
42,973 square feet of office space was built on the property.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Tex. Case No. 10-11926) on July 9, 2010.  Frank B. Lyon, Esq., at
the Law Offices of Frank B. Lyon, in Austin, Texas, represents the
Debtor.  In its schedules, the Debtor disclosed $10,253,717 in
assets and $16,222,127 in liabilities.


PENDLETON APARTMENTS: Court Confirms Plan of Liquidation
--------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, confirmed the First Amended
Plan of Liquidation filed by Frank R. Monroe, the Chapter 11
trustee of Pendleton Apartments Ltd., after determining that the
plan meets all the requirements of Section 1129(a) of the
Bankruptcy Code.

Pursuant to the Plan, the Trustee will sell The Park Hudson Place
Apartments, in Bryan, Texas, to Alamo Manhattan, LLC, free and
clear of all liens, for $20,425,000.

Capital One will release to the Trustee the funds it holds in
accounts established by the Debtor in the amount of $82,000.  The
Trustee, on behalf of the Debtor, will execute a complete release
of Capital One.

The carve out from proceeds otherwise going to Fannie Mae will
include payment of the Class IV Claimants in the amount of $94,411
at closing of the sale.

A full-text copy of the Confirmation Order, signed April 22, 2011,
and the First Amended Plan, is available for free at:

                http://ResearchArchives.com/t/s?762b

                      About Pendleton Apartments

Houston, Texas-based Pendleton Apartments Ltd. filed for Chapter
11 bankruptcy protection on July 2, 2010 (Bankr. S.D. Tex. Case
No. 10-35530).  Kimberly Anne Bartley, Esq., at Waldron &
Schneider, LLP, assists the Company in its restructuring effort.
The Company disclosed $21,538,928 in assets and $20,445,946 in
liabilities.


PENN NATIONAL: S&P Raises CCR to 'BB'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Wyomissing, Penn.-based Penn National Gaming Inc. to
'BB' from 'BB-'. The rating outlook is stable.

"At the same time, we assigned our 'BBB-' issue-level rating (two
notches higher than the corporate credit rating) to the company's
planned $2.15 billion senior secured credit facilities. We also
assigned to these loans a recovery rating of '1', indicating our
expectation of very high (90%-100%) recovery for lenders in the
event of a payment default. The credit facilities comprise a $700
million revolver due 2016, a $700 million term loan A due 2016,
and a $750 million term loan B due 2018. Penn National plans to
use the proceeds from the new credit facilities to refinance its
existing credit facilities (about $1.55 billion outstanding at
March 31, 2011)," S&P stated.

"In addition, we placed our 'BB-' issue-level rating on the
company's 6.75% and 8.75% senior subordinated notes issues on
CreditWatch with developing implications. Under the proposed terms
of the new credit facilities, if Penn National decides on or prior
to the closing date to redeem its $250 million 6.75% senior
subordinated notes due 2015, the size of the term loan B may be
increased by up to an amount sufficient to redeem these notes. If
the company decides against this, the recovery rating on the two
subordinated notes issues would remain unchanged at '4',
indicating our expectation of average (30%-50%) recovery, and the
issue-level rating would be raised to 'BB' (at the same level as
the corporate credit rating). However, if Penn National decides to
redeem the 6.75% notes, the recovery rating on the $325 million
8.75% senior subordinated notes due 2019 would be revised
downward, reflecting the increase in senior secured debt
outstanding under our simulated default scenario and lower
recovery prospects for the notes. The issue level rating on these
notes would depend on the amount of the increase in the term loan
B and whether the new recovery rating is a '5', reflecting modest
(10%-30%) recovery, or '6', reflecting negligible (0%-10%)
recovery. The ratings on the 6.75% notes would be withdrawn if the
issue is redeemed," S&P elaborated.

"The rating upgrade reflects outperformance relative to our
expectations in recent periods; In 2010, Penn National's EBITDA
grew 8% versus our expectation for flat performance. Performance
continued to be strong in the first quarter as net revenue
increased 13% and EBITDA grew 20%," said Standard & Poor's
credit analyst Melissa Long. "The company's strong recent
performance is largely the result of regulatory changes that
allowed the addition of table games to two of its key properties -
- Hollywood Casino at Charles Town and Hollywood Casino at Penn
National Race Course -- in the middle of 2010. Over the
past three quarters since the introduction of table games,
property-level EBITDA grew 51% at Charles Town and 43% Hollywood
Casino at Penn National Race Course."

"In addition to performance, our rating upgrade also reflects the
proposed refinancing transaction, which addresses the company's
meaningful near-term maturities and will allow Penn National to
fund its development pipeline internally through its meaningful
operating cash flow generation and relatively modest draws on its
revolving credit facility. Penn National has meaningful capital
spending requirements over the next two years related to three
development projects in Ohio and Kansas. We expect capital
expenditures, including development and maintenance spending to
exceed $400 million in both 2011 and 2012," S&P said.


PHILADELPHIA ORCHESTRA: Taps Garden City as Claims Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized The Philadelphia Orchestra Association, and Academy Of
Music Of Philadelphia, Inc., to employ Garden City Group, Inc., as
notice, claims and solicitation agent.

                 About the Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PILGRIM'S CORP: Moody's Revises Outlook to Stable from Positive
---------------------------------------------------------------
Moody's Investors Service revised Pilgrim's Pride Corporation's
outlook to stable from positive and downgraded the speculative
grade liquidity rating to SGL-3 from SGL-2 given Moody's
expectations for much reduced profitability, cash flow and
covenant cushion following worse than anticipated chicken pricing.
All other ratings including the B1 corporate family rating were
affirmed.

This rating was downgraded:

   -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2;

These ratings were affirmed:

   -- Corporate Family Rating at B1;

   -- Probability of Default Rating at B1;

   -- $500 million Senior unsecured notes at B3 (LGD5, 88%); (LGD
      assessment revised)

The outlook is stable.

RATINGS RATIONALE

The change in outlook to stable from positive reflects Moody's
view that the company will face challenges this year that will
limit its ability to de-lever. Since the summer of 2010, global
chicken prices have deteriorated, particularly breast meat and
wings, and have yet to recover. Pilgrim's had favorably priced
grains (animal feed) only through year end 2010. Moreover, while
chicken pricing remains weak, grain prices have been relatively
strong as well as volatile. As a result, Pilgrim's reported
negative EBITDA for the first quarter of 2011 and profitability is
likely to remain under pressure for the remainder of the year
although pricing should improve somewhat. Importantly, the stable
outlook also reflects the benefits associated with its majority
ownership by JBS S.A. (B1 CFR, positive outlook).

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-2 reflects Moody's expectations for limited free cash
flow over the next 12 to 15 months, increased drawdown on the
revolver and concerns regarding covenant compliance in the fourth
quarter of 2011. Should chicken prices remain at current levels
for the second half of the year, Moody's believes amended
covenants could be required. Today's LTM EBITDA provided
sufficient cushion for Q1 compliance, but as stronger quarters
roll off, covenant cushion will diminish. Currently Moody's
believes Pilgrim's should have sufficient revolver availability to
manage all of its capital needs. Additionally, the company is
likely to scale back capital expenditures given its diminished
liquidity.

Pilgrim's B1 corporate family rating reflects the company's
increasing leverage and weak free cash flow generation given the
challenging environment for chicken producers. The rating also
considers Pilgrim's concentration in one highly competitive,
global commodity, poultry, which despite sizable concentration
among large players continues to experience periods of oversupply.
In addition, cash flow volatility is exacerbated by feed costs
which consume about one third of the company's expenses. The
rating also incorporates Moody's concern that the current
environment could deteriorate further before improving. The
company is vulnerable to the longstanding risks endemic to the
industry including animal disease, weather patterns, trade
disputes and regulation.

Alternatively, the rating is supported by JBS S.A.'s ownership
stake (about 67%) in Pilgrim's. As the largest protein company in
the world with sales and operations in all three proteins across
the globe, Pilgrim's benefits from its relationship with its
majority shareholder, including opportunities for substantial cost
savings following its integration with JBS USA's distribution and
sales organization. Moreover, Moody's anticipates some revenue and
earnings expansion going forward through better access to global
markets as a consequence of this relationship.

Given the ongoing cyclicality within the commodity chicken market,
the B1 rating incorporates a wider range of operating performance.
At the top of the cycle, Moody's expects very modest leverage
relative to the rating category, and, at the bottom, the converse.
Importantly, when leverage is precipitously high, it should be
balanced by adequate access to capital.

The rating would likely be lowered if the dynamics of the industry
do not improve and Moodys became concerned that leverage was
likely to be sustained above 4 times or if access to liquidity
became a concern.

An upgrade could be considered should the company de-lever to
about 2 times debt-to-EBITDA (including Moody's standard
adjustments). In Moody's view, a Ba3 rating would be supported by
leverage that remains closer to the 3 times debt-to-EBITDA range
and a liquidity profile that is solid.

The principal methodology used in rating Pilgrim's Pride
Corporation was the Global Food - Protein and Agriculture Industry
Methodology, published September 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last rating action and the rating history.

Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation is
the second largest chicken producer in the world, with operations
in the United States, Mexico and Puerto Rico. The company
produces, processes, markets and distributes chicken to
foodservice, distributors and retail operators worldwide. For the
twelve months ended March 31, 2011, revenues for the company were
approximately $7.1 billion. JBS, S.A. has a 67% ownership stake in
Pilgrim's Pride.


PIONEER VILLAGE: Court Confirms 2nd Amended Plan of Reorganization
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon confirmed on
May 31, 2011, Pioneer Village Investments, LLC's Second Amended
Plan of Reorganization, dated April 14, 2011.

Pending payments as agreed, PremierWest Bank will retain all of
its liens and encumbrances (including the PremierWest trust deed)
securing the PremierWest claim and the terms and provisions of the
loan documents, including but not limited to financial reporting
and inspections, will remain in full force and effect.

The Debtor will subordinate any claims of Excelsior or FCI to all
other claimants under the Plan.  PremierWest had previously filed
its own plan, and threatened other legal actions; however, a
settlement conference with the Honorable Trish Brown, U.S.
Bankruptcy Court Judge, resulted in an agreement.  Under that,
PremierWest agreed that if it were paid the sum of $11,350,000
principal during calendar year 2011, it would agree that it had
been paid in full.  If it is paid $12,000,000 during the year
2012, plus certain interest to be deferred during 2011 and 2012,
it will treat its claim as having been paid in full.  If the
Debtor has not paid the claim by the end of 2012, the Debtor may
either choose to convey the property to PremierWest or refer the
property for sale.  In addition, the guarantors of the bank's debt
will agree to stipulate to a judgment in favor of PremierWest,
subject to an agreement by PremierWest not to enforce those
judgments pending the payment pursuant to the settlement agreement
and this Plan.  Accordingly, PremierWest will not seek a vote by
the creditors or interest holders on its plan.

With respect to the claim of the Richard R. Hein and Helen J. Hein
Revocable Living Trust pursuant to a Note ("the Hein Note")
secured by a subordinate trust deed upon the real property
of the Debtor, the survivor, Mrs. Helen Hein, will continue to
receive the right of occupancy of her unit at a current cost of
$3,421 per month as an offset against the payments due under the
Note payalbe to the Hein Trust of $3,932.  Any differential
between the amount payable pursuant to the Hein Note and the costs
that are incurred by her will be added to the principal due under
the Hein Note, or subtracted from principal as is appropriate.
The balance shall be paid upon a sale of the facility.  In the
event the property has not been sold and Mrs. Hein continues to
reside in the facility, the offset terms will continue, until the
balance will be paid per the Note terms.

General unsecured claims will be paid in full on the Effective
Date.  Based upon review of the Schedules and the Claims Register
maintained by the Bankruptcy Court for the Chapter 11 Case, it
appears that the face amount of the General Unsecured Claims is a
maximum of $631.06.

Excelsior Development Company, LLC, the holder of a 10.97%
preferred ownership interest and a 20.94% non-preferred ownership
interest in the Debtor, will not receive any payments at
confirmation but will be paid as the Reorganized Debtor determines
it is able to pay, only after classes 1 through 4 and 8 are paid
in full.  The claim will continue to be unsecured.

The Reorganized Debtor will pay the subordinated unsecured claim
of Farmington Centers, Inc., in cash as the reorganized Debtor
determines it is able to pay, only after classes 1 through 4 and 8
are paid in full.

All equity interests will retain their interest unaltered by the
Plan, but will receive no payments on confirmation.  Members
electing to contribute additional capital will be granted
preferred ownership interests with priority over the other
interest holders.  Advances owed to Interest Holders will be
repaid only after payment of all other classes of claims to
funding of the Plan.

A copy of the order confirming the Plan and a copy of the Second
Amended Plan of Reorganization dated April 14, 2011, is available
at http://bankrupt.com/misc/pioneervillage.confirmationorder.pdf

A copy of the Third Amended Disclosure Statement relating to the
Second Amended Plan of Reorganization dated April 14, 2011, is
available at:

  http://bankrupt.com/misc/pioneervillage.confirmationorder.pdf

                About Pioneer Village Investments

Portland, Oregon-based Pioneer Village Investments, LLC, operates
a continuing care retirement facility in the city of Jacksonville,
Oregon, providing for "independent living' facilities for elderly
residents, assisted living for residents who are less able to care
for themselves, and other facilities designed to accommodate the
needs of elderly residents.

Pioneer Village Investments, LLC, operates a continuing care
retirement facility located at 805 No. 5th St., in Jacksonville,
Oredon.  The Debtor's operations are managed by Farmington
Centers, Inc. ("FCI"), which was formed in 1989 to manage the
assisted living and retirement facilities owned by various
partnerships in which the principals of FCI were the general
partners, such as the Debtor.  The Debtor filed for
Chapter 11 protection (Bankr. D. Ore. Case No. 10-62852) on
May 13, 2010.  Douglas P. Cushing, Esq., at Jordan Schrader Ramis
PC, in Lake Oswego, Oregon, assists the Debtor in its
restructuring effort.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.


PRIMUS TELECOMMUNICATIONS: S&P Affirms 'B-' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '4' recovery rating to Primus Telecommunications
Holdings Inc.'s $240 million 10% senior secured notes due 2017 to
be issued under Rule 144A, without registration rights. The issuer
is a wholly owned subsidiary of McLean, Va.-based Primus
Telecommunications Group Inc (Primus). "The '4' recovery indicates
our expectation for average (30%-50%) recovery in the event of
payment default for holders of these first-lien secured notes,"
S&P stated.

Primus is offering to exchange the new notes for up to all of its
$130 million 13% senior secured notes due 2016 (Units issued 66%
and 34%, respectively, by Primus' U.S. and Canadian subsidiaries)
and for its $90 million of outstanding 14.25% senior subordinated
secured notes due 2013. Primus plans to redeem any 14.25% senior
subordinated secured notes that are not exchanged at par. The
exchange offer requires two-thirds approval by the senior secured
noteholders and 75% approval by the senior subordinated secured
noteholders. On May 13, 2011, Primus entered into a support
agreement wherein approximately 70% of holders of the 13% senior
secured notes have agreed to the terms of the exchange offer and
accompanying consent solicitations. The key consent being
solicited as part of the exchange offer is the release of the
collateral that currently secures the outstanding senior secured
notes due 2016. "Accordingly, we are maintaining the CreditWatch
with negative implications on the $130 million 13% senior secured
notes; if the exchange transaction is consummated, we would
downgrade any 13% senior secured notes that are not exchanged to
'CCC' with a '6' recovery rating, indicating our expectation of
negligible (0%-10%) recovery to recognize the loss of collateral.
If all, or virtually all, of the 13% senior secured notes due 2016
are exchanged, we would withdraw the rating on that issue," S&P
noted.

"At the same time, we affirmed our 'B-' corporate credit rating
and stable outlook on Primus," S&P said.

"The proposed refinancing will modestly improve Primus' overall
financial risk profile by addressing a major January 2013
refinancing event," said Standard & Poor's credit analyst Richard
Siderman. "Currently, Primus' 13% senior secured notes due 2016
must be redeemed early -- on Jan. 21, 2013 -- if the 14.25% senior
subordinated secured notes due 2013 are still outstanding at that
time."

"The magnitude of the improvement in Primus' financial risk
profile, however, is limited," added Mr. Siderman, "and not
sufficient to affect overall credit quality given what we continue
to view as a vulnerable business risk profile." "We do not
consider Primus' March 1, 2011 all-stock acquisition of Arbinet
Corp. (a provider of wholesale telecom exchange services to
carriers) to be a material rating consideration."


PRIUM LAKEWOOD: Court Confirms Amended Plan of Reorganization
-------------------------------------------------------------
Judge Paul B. Snyder of the U.S. Bankruptcy Court for the Western
District of Washington confirmed on May 2, 2011, the amended plan
of reorganization of Prium Lakewood Buildings LLC after finding
that the Plan satisfies the confirmation requirements set forth in
Section 1129(a) of the Bankruptcy Code.

The Plan centers on the restructuring of the Debtor's obligations
to the First Independent Bank, leasing the remaining vacant space
at the Lakewood Colonial Center (approximately 10%) and a sale or
refinance of the Center in 2013.

Under an amended plan filed March 31, 2011, First Independent Bank
will retain its first position security interest against the
Center.  The Debtor will pay the Bank an amount equal to its
accrued and unpaid non-default interest and all fees and costs up
to $60,000 so that the remaining amount owed to the Bank will be
$15,680,338 plus the default interest plus any portion of the
amount to cure the Bank's claim that is not cured on the effective
date of the Plan.  The principal balance of $15,680,338 will earn
interest at the fixed rate of 5% per annum and be due in full on
Dec. 31, 2013.  The Debtor will make monthly payments to the Bank
of $92,349 from its rental income and a lump sum payment to the
Bank of the balance of its claim at maturity.  The Bank will also
be paid $175,000 over the duration of the Plan in full
satisfaction of its claim for default rate interest accruing prior
to the effective date of the Plan.

Bingo Investments I, LLC's claim will be fixed in the principal
amount of $500,000 on the effective date of the Plan.  Bingo will
receive monthly payments to $1,875 (interest only) from its rental
income and a lump sum payment of the balance of its claim upon a
sale or refinance of the Center.

Unsecured claims will be paid $25,000 every six months from rental
income from October 2011 until December 2013 or paid in full,
whichever comes first.

Prium Companies LLC, the sole member of the Debtor, will retain
its membership interests.

A full-text copy of the Amended Plan, dated March 29, 2011, is
available for free at http://ResearchArchives.com/t/s?7633

               About Prium Lakewood Buildings LLC

Tacoma, Washington-based Prium Lakewood Buildings LLC owns several
parcels of commercial real property.  The properties comprise
Lakewood Colonial Center, an income-producing retail and office
center.  Prium Lakewood is owned by Prium Companies LLC.

Prium Lakewood filed for Chapter 11 bankruptcy protection on
October 19, 2010 (Bankr. W.D. Wash. Case No. 10-48621).  Timothy
W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, in Seattle,
Wash., assists Prium Lakewood in its restructuring effort.  Prium
Lakewood estimated its assets and debts at $10 million to $50
million as of the Petition Date.

Affiliates Chelsea Heights LLC (Bankr. W.D. Wash. Case No.
10-44959), Prium Kent Retail LLC (Bankr. W.D. Wash. Case No.
10-45715), Prium Meeker Mall LLC (Bankr. W.D. Wash. Case No.
10-45713), and Prium Tumwater Buildings LLC (Bankr. W.D. Wash.
Case No. 10-44962) filed separate Chapter 11 petitions.


RADISSON HOTEL NASHUA: United Capital Buys Mortgage Notes
---------------------------------------------------------
Denis Paiste at New Hampshire Union Leader reports that United
Capital Corp. on purchased $22 million in mortgage notes on the
Radisson Hotel Nashua, 11 Tara Blvd., Nashua, which is operating
under receivership.

"We'd love to bring this back to its former glory, but that's up
to the borrower.  The borrower has a right to pay us off at any
time," New Hampshire Union Leader quoted Attilio F. Petrocelli,
United Capital's chairman and president, as saying.

New Hampshire Union Leader notes that owner Southern New Hampshire
Hospitality LLC was sued in late January in U.S. District Court in
Concord for defaulting on the notes by Montreal-based Cadim Note
Inc.  New Hampshire Union Leader relates that the hotel shut down
for three days at the beginning of February and the court
appointed Crescent Hotels and Resorts LLC as receiver on Feb. 17.

New Hampshire Union Leader, citing a press release, relates that
United Capital purchased a senior mortgage loan and mezzanine note
from an affiliate of Fortress Investment Group.

Court papers, the report notes, said that Southern New Hampshire
Hospitality failed to make its regular principal and interest
payments since December 2009.

The Radisson Nashua is a seven-story, 326 room full-service hotel
and spa on almost 17 acres and includes 24,000 square feet of
meeting and banquet space, a restaurant and lounge, an extensive
fitness facility and spa, and both indoor and outdoor pools.


RCI REDBIRD: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RCI Redbird, LLC
        fka RCI Hospitality 325, LLC
        One Betterworld Circle, Suite 300
        Temecula, CA 92590

Bankruptcy Case No.: 11-28479

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbrb.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/cacb11-28479.pdf

The petition was signed by Paul Garrett, president of Redhawk,
Communities, Inc., Debtor's sole member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
RCI Regional Grove, LLC                11-22055   04/12/11


RCI RIO: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: RCI Rio Nedo, LLC
        One Betterworld Cicle, Suite 300
        Temecula, CA 92590

Bankruptcy Case No.: 11-28470

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark S. Wallace

Debtor's Counsel: Ron Bender, Esq.
                  LEVENE, NEALE, BENDER YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbrb.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 four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-28470.pdf

The petition was signed by Paul Garrett, president of Redhaw
Communities, Inc., Debtor's sole member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
RCI Regional Grove, LLC                11-22055   04/12/11


RDK TRUCK: Receives Conditional Approval of Disclosure Statement
----------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, conditionally approved the
disclosure statement explaining the Plan of Reorganization of RDK
Truck Sales & Service, Inc., and RDK Municipal Truck Center Inc.

The disclosure statement is conditionally approved subject to the
rights of parties to object on or before July 5, 2011.  If no
objections are filed within the time fixed, the conditional
approval of the Disclosure Statement will become final.  Any
objections or requests to modify the Disclosure Statement will be
considered at the Confirmation Hearing.

RDK Trust Sales and Service Inc. claims and interests are
classified and treated as:

   * Class 1 (Impaired) consists of the secured claim of People's
     United Equipment Finance Corporation whose claim totals
     approximately $6,157,918, which debt is secured against
     substantially all of the Debtor's assets, including, but not
     limited to, the Debtor's accounts receivable, cash,
     inventory, furniture, fixtures and equipment.  As part of the
     compromise the Debtors and PUEFC agree that PUEFC's claim
     fully encumbers all of the Debtors assets and that PUEFC is
     oversecured.

   * Class 2 (Unimpaired) consists of the secured claim of Bay
     Cities Bank whose claim totals approximately $2,176,979.  Bay
     Cities appears to be fully secured with respect to certain
     real estate collateral held by the Debtor's affiliates, Adamo
     Realty Management, LLC, and RDK Development, Inc., who own
     the real property which the Debtor utilizes in its business
     operations.  Bay Cities appears to have a blanket lien
     against substantially all assets of the Debtor based upon the
     filing of a UCC1, but that claim as it relates to cash
     collateral is junior and inferior to the lien of PUEFC and is
     undersecured.

   * Class 3 (Impaired) consists of the alleged secured claim of
     the E-Z Pack Holdings, LLC in the approximate amount of
     $2,260,166.  The debt appears to be secured by virtue of a
     UCC1 that encumbers all refuse truck bodies manufactured by
     E-Z Pack.  The Debtor asserts that it has paid off its
     obligations owed to E-Z Pack and disputes any amounts claimed
     by E-Z Pack.  To the extent that E-Z Pack has a lien on cash
     collateral, that lien is junior and inferior to PUEFC and Bay
     Cities and is wholly undersecured.

   * Class 4 (Impaired) consists of the priority unsecured claim
     of the Florida Department of Revenue in the approximate
     amount of $5,831 for unpaid unemployment taxes.

   * Class 5 (Impaired) consists of the priority unsecured claim
     of the Florida Department of Revenue in the approximate
     amount of $19,014 for unpaid solid waste fees and sales and
     use taxes.

   * Class 6 (Impaired) consists of the priority unsecured claim
     of the Internal Revenue Service in the amount of $232,867 for
     unpaid excise taxes, corporate income taxes and employment
     taxes for tax periods 2008 and 2009.

   * Class 7 (Impaired) consists of the claims of the Texas
     Comptroller of Public Accounts for unpaid franchise taxes in
     the amount of $1,123 and the Alabama Department of Revenue
     for business income tax and business privilege tax.

   * Class 8 (Impaired) consists of the claims of General
     Unsecured Creditors.  The Debtor estimates that the total
     amount due to the claims of Class 8 is approximately
     $3,707,196, which amount does not include any disputed claims
     or insider claims.

   * Class 9 (Unimpaired) consists of the membership interest of
     the Debtor which is held by solely by Richard D. Kemner.

RDK Municipal Truck Center, Inc. provides for similar treatment of
Class 1 (Impaired), consisting of the secured claim of PUEFC, and
Class 2 (Unimpaired), consisting of the secured claim of Bay
Cities Bank, as the treatment provided by RDK Trust Sales and
Service Inc.

Other claims and interests in RDK Municipal Truck Center, Inc. are
classified and treated as:

   * Class 3 (Impaired) consists of the secured claim in the
     amount of $140,587 and the priority unsecured claim in the
     amount of $69,104 of the Internal Revenue Service for a total
     amount of $209,691 for unpaid excise taxes, corporate income
     taxes and employment taxes for tax periods 2007, 2010 and
     2011.

   * Class 4 (Impaired) consists of the claims of General
     Unsecured Creditors.  The Debtor estimates that the total
     amount due to the claims of Class 4 is approximately
     $701,200, which amount does not include any disputed claims
     or insider claims.

   * Class 5 (Unimpaired) consists of the membership interest of
     the Debtor which is held by solely by Richard D. Kemner.

Administrative Claims are not impaired by the Plan.  Under Section
1126(f) of the Bankruptcy Code, the holders of those Claims are
presumed conclusively to have voted to accept the Plan and,
therefore, the votes of those holders will not be solicited.  It
is estimated that the estimated administrative fees and costs will
be approximately $30,000, after payment of any interim fees.

The Debtor's Plan will be funded from the continued operation of
the Debtors' businesses and any recovery the Debtors realize from
certain litigation.  For instance, any recovery of damages, net of
attorney's fees and costs, against E-Z Pack will be utilized by
Debtor to fund its plan obligations on a 70%, 30% basis.  Seventy
percent of the net recovery will be utilized by the Debtor to fund
its Plan related obligations in accordance with the priorities set
forth in the Bankruptcy Code and under the Plan.  Thirty percent
of the net litigation recovery may be utilized by the Debtor to
fund future operations, including, but not limited to, future
capital purchases.

A full-text copy of the Disclosure Statement, dated April 29,
2011, is available for free at:

              http://ResearchArchives.com/t/s?7634

The Court will conduct a hearing on confirmation of the Plan on
July 12, 2011, at 1:30 p.m.  If the Plan is not confirmed, the
Court will also consider dismissal of conversion of the case,
according to court filings.

                          About RDK Truck

Tampa, Florida-based RDK Truck Sales & Service, Inc., specializes
in both the sale and rental of new and reconditioned waste
management vehicles.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-01877) on Feb. 1, 2011.
Alberto F Gomez, Jr., Esq., at Morse & Gomez, PA, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.

An affiliate, RDK Municipal Truck Center, Inc., also filed for
Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01878) on
Feb. 1, 2011.  RDK Municipal estimated assets and debts of $1
million to $10 million as of the Chapter 11 filing.


REVLON, INC: Fire Damages Facility in Venezuela
-----------------------------------------------
Revlon, Inc., announced that a fire destroyed a substantial
portion of its facility in Venezuela.  At this time, the Company
is evaluating the extent of the damage and the impact on its
business in the Latin America region.  The Company also stated
that the facility was not operating during the incident and no
employees were on site during the fire.

During 2010, the Company's subsidiary in Venezuela had net sales
of approximately 3% of the Company's consolidated net sales and
its total assets were approximately 3% of the Company's total
assets.  The Company's net sales in Venezuela are comprised of
locally manufactured product as well as product imported from its
Oxford, North Carolina facility.

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

The Company's balance sheet at March 31, 2011, showed
$1.10 billion in total assets, $1.79 billion in total liabilities
and a $686.50 million in total stockholders' deficiency.


RIM DEVELOPMENT: Can Use Cash Collateral to Pay Counsel Fees
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas has
authorized RIM Development, LLC, to use cash collateral consisting
of eminent domain proceeds currently being held in Debtor's DIP
account at CoreFirst Bank.

Counsel have agreed prior to the filing of the motion to allow
Debtor's counsel to be paid $10,000.00 from the eminent domain
proceeds as payment on invoices submitted and approved by the
Court pursuant to counsel's application dated July 7, 2010.

CoreFirst Bank is directed to pay Debtor's law firm the sum of
$10,000 representing payment of fees incurred up through
July 5, 2010.

The parties have agreed that the portion of the eminent domain
proceeds paid will be allocated as follows: $2,500 to the eminent
domain award from the real property on which Corefirst claims a
first mortgage, $7,500.00 to that portion of the eminent domain
award awarded for Debtor's signs.

CoreFirst Bank & Trust is represented by:

     Thomas Lasater, Esq.
     FLEESON, GOOING, COULSON & KITCH, L.L.C.
     125 N. Market, Suite 1600
     Wichita, KS 67202-2981
     Tel: (316) 267-7361
     Fax: (316) 267-1754
     E-mail: tlasater@fleeson.com

Roca, Nebraska-based RIM Development, LLC, sought Chapter 11
protection (Bankr. D. Kan. Case No. 10-10132) on Jan. 22, 2010.
Susan G. Saidian, Esq., at Case, Moses, Zimmerman and Martin,
P.A., in Wichita, Kansas, represents the company.  The Debtor
disclosed $20.2 million in assets and $11.6 million in liabilities
in its Amended Schedules of Assets and Liabilities delivered to
the Bankruptcy Court in March 2010.


S WHITE TRANS: Acceptance Fails in Bid to Amend Plan Order
----------------------------------------------------------
Bankrupty Judge Katharine M. Samson denied a Motion to Amend
Confirmation Order and for Relief from the Automatic Stay filed by
Acceptance Loan Company, Inc., in S. White Transportation, Inc.'s
bankruptcy case.

At the time SWT filed the Chapter 11 bankruptcy, Acceptance and
SWT had been engaged in litigation in state court for more than
five years.  The focus of the state court litigation was whether
SWT was bound by the terms of a Deed of Trust, executed April 23,
2004, which secured a $98,152.35 promissory note.  The parties
disputed whether the individuals who signed the Deed of Trust and
the accompanying promissory note had the authority to sign these
documents on behalf of SWT.  If the April 2004 Deed of Trust is
binding on SWT, then Acceptance would appear to have a first
priority, perfected lien on SWT's sole asset, an office building
located on Highway 49 in Harrison County, Mississippi.
Acceptance's claim was described in SWT's Chapter 11 plan as a
disputed claim upon which no payment would be made unless the
Court ordered otherwise.

In stark contrast to its litigation activity against SWT in
preceding years, during the seven months between the initiation of
the bankruptcy case, and the confirmation of the Chapter 11 plan,
Acceptance failed to file a single document in the Bankruptcy
Court.  Acceptance did not appear at the meeting of creditors.

Two weeks after the Chapter 11 plan was confirmed, Acceptance
filed an adversary complaint and the Motion.  In its adversary
complaint, Acceptance requests two rulings from the Court: a
declaratory judgment stating that Acceptance's asserted lien on
the Highway 49 property was not affected by the Chapter 11 plan,
and a declaratory judgment determining the extent, validity and
priority of Acceptance's asserted lien.  In its Motion, Acceptance
imports arguments from the adversary complaint and asks the Court
to issue a judgment finding that Acceptance's alleged lien passes
through the bankruptcy unaffected by the confirmed Chapter 11
plan.

Acceptance bases its argument on the Fifth Circuit's decision in
Elixir Indus., Inc. v. City Bank & Trust Co. (In re Ahern Enters.,
Inc.), 507 F.3d 817 (5th Cir. 2007).  It argues that Ahern
requires "lienholder participation in the reorganization as a
condition for avoiding a lien through the Chapter 11 Plan
Confirmation process."  Acceptance asserts that because it did not
file a proof of claim, it has not participated in the Chapter 11
bankruptcy reorganization of SWT, and thus, under Ahern, its lien
remains intact.

Acceptance also requests that if the Court determines, under
Ahern, that it is not entitled to a judgment finding that its lien
is unaffected by the Chapter 11 plan, that the Court "amend the
Plan Confirmation Order" under the authority of Rule 9023 or 9024
of the Federal Rules of Bankruptcy Procedure to allow Acceptance
to file a proof of claim and to have the value of its disputed
claim against SWT determined by the Court.  Finally, Acceptance
requests that if the Court is unwilling to determine the extent,
validity and priority of its lien against SWT, that the Court
modify the automatic stay to allow the state court to recommence
its proceedings and to render a decision in this regard.

SWT summarily denied most of Acceptance's assertions and argued
that under Ahern Acceptance's lien is void.

At the hearing on Acceptance's request, counsel for Acceptance
conceded that Acceptance received all of the required notice in
the case, specifically noting that it had notice of the bankruptcy
and notice of the plan confirmation hearing.  According to counsel
for Acceptance, although there was no "intent to ignore" these
notices, "in fact they were ignored" due to "inadvertence and
oversight."

Acceptance asserts that despite its error, this Court has the
authority to grant it relief, revise the Court's prior decisions,
and decide how Acceptance should be treated in SWT's Chapter 11
plan based on the merits of Acceptance's arguments. During the
Hearing, Acceptance urged that the Court should not allow the
current Chapter 11 plan to remain in effect based simply on the
"procedural failure on [Acceptance's] part to file an objection to
the confirmation of the plan."

The Court held that SWT's confirmed Chapter 11 plan clearly deals
with the property that is allegedly subject to Acceptance's lien
and it openly challenges Acceptance's claims, thus satisfying the
requirements of due process.  Consequently, Acceptance is deemed
to have "participated" in the bankruptcy proceedings, including
the plan confirmation process.

A copy of the Court's June 7, 2011 Memorandum Opinion and Order is
available at http://is.gd/Lls9XCfrom Leagle.com.

S. White Transportation, Inc., filed for Chapter 11 bankruptcy
(Bankr. S.D. Miss. Case No. 10-51137) on May 17, 2010.  A plan was
confirmed in the Debtor's case on Dec. 21, 2010.


SADGURU SAI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sadguru Sai, Inc.
        390 Dodd Boulevard SE
        Rome, GA 30161
        Tel: (706) 234-0014

Bankruptcy Case No.: 11-41912

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: Michael J. Jacobs, Esq.
                  JACOBS LEGAL, LLC
                  Northside Tower, Suite 622
                  6065 Roswell Road
                  Atlanta, GA 30328
                  Tel: (404) 826-8660
                  Fax: (404) 393-8660
                  E-mail: mike@mikejacobslegal.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 Bharat V. Patel, treasurer and general
manager.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bharat V. Patel                       11-40775            03/14/11


SALPARE BAY: Settles with Secured Creditors, Amends Plan
--------------------------------------------------------
Salpare Bay, LLC, filed with the U.S. Bankruptcy Court for the
District of Oregon, a First Amended Chapter 11 Plan of
Reorganization dated April 8, 2011.

The modifications in the amended Plan were a result of a mediation
held on various dates with the Honorable Michael R. Hogan between
the Debtor, J.E. Dunn Northwest, Inc., other secured creditors
with construction lien claims, Harbor Investors LLC, and the City
of Portland.  The Parties reached a settlement regarding their
disputes, the claims between them related to a 204 high-end
residential water view condominium project, and the pending
bankruptcy proceedings.

The general terms of the Settlement Agreement include the
Construction Creditors and the City of Portland receiving payments
equal to 88.26% of their judgment amounts inclusive of principal,
fees, costs and interest as of March 31, 2011, in three
installments on or before the following dates: June 30, 2012;
October 31, 2012 and June 30, 2013.  Interest will accrue on
the Discounted Judgment Amount at the rate of 3.25% per annum from
the Effective Date.  As part of the Settlement Agreement, the
principals of Harbor, George Killian and Lance Killian, will
convey their membership interests in Harbor to the Debtor and, as
inducement for the Debtor to accept that assignment, George
Killian and Lance Killian will pay $40,000 to the Debtor.

The Debtor will commence development of the Property by first
obtaining a priming loan with a maximum amount of $500,000, with
leave to seek an additional $250,000, to prepare the Property for
the development of a multi-family residential project in two
phases around the Marina, and second, through an FHA loan to
commence construction on phase 1.  The funding for that
development will allow the Debtor to develop, with Creditors
holding Allowed and Claims secured by perfected construction liens
to be paid in full by June of 2013.

Creditors with Unsecured Claims will be paid on their Allowed
Claims a pro rata amount quarterly commencing after June 30, 2012,
from 30% of Net Income through the end of 2017, to the extent it
does not cause the Debtor to default under its loan documents and
to the extent the Debtor's ending cash balances exceed $500,000,
generated by the Debtor post-confirmation.

The only Secured Creditors in the Debtor's bankruptcy case are the
county taxing authorities and Creditors asserting that they hold a
Claim secured by a perfected Construction Lien asserted under
Oregon law or by judgment.  The Debtor will develop the Property
with three distinct sections, and to the extent necessary, will
partition the Property into three separate portions: (1) the
Marina; (2) Phase 1; and (3) Phase 2.  The Debtor is working with
land use attorney, Dorothy Cofield, to either partition the
Property or obtain verification from the City of Portland, that a
partition is not necessary to allow a lender or Secured Creditor
to foreclose on a portion of the Property subject to a trust deed
or lien and obtain a division or unit of land that is not a
partition but can be deeded to a separate owner after foreclosure.
The City of Portland has confirmed the latter and that it will
continue to apply the past land use approvals to the entire site,
notwithstanding a foreclosure on a portion of the Property and,
thus, if the FHA lender approves, then a partition may not be
necessary, which will save significant costs to the estate.  The
Marina condominium plat will be finalized and recorded with the
State of Oregon to effect a division of the marina property from
the upland multi-family property.

Under the Settlement Agreement, the Parties have agreed that the
Debtor will obtain a maximum loan of $500,000, which will be
secured with a trust deed to which the Construction Creditors will
subordinate their liens, to put in a parking lot for the Marina,
possibly partition the Property, and to develop the Property
sufficient to obtain the FHA loan on Phase 1.  The Construction
Claimants may consider an additional $250,000 addition to
the Priming Loan upon receipt of a fully executed commitment
letter from a bank or other financial institution agreeing to loan
the Debtor the funds necessary to construct Phase 1 of the
Project.

Upon the closing of the FHA loan on Phase 1, the Construction
Creditors will release their liens on Phase 1 to allow the FHA
lender to obtain a first lien upon the Property, subject to
payment of the amounts set forth herein to those Secured Creditors
with Construction Lien Claims.  Upon the closing of the FHA loan
on Phase 1, and when the Debtor makes its initial payment to the
Construction Creditors, each such Claimant will retain its lien on
the Marina and Phase 2 with the same priority the lien had on the
Petition Date.  The Debtor will refinance the Marina and make
another payment to the Construction Creditors by October 31, 2011,
at which time those Claimants will release their liens on the
Marina.  Those Claimants will be paid in full by June of 2013 from
loan proceeds obtained by the Debtor.  Small creditors with
Unsecured Claims equal to or less than $2,000 will be paid 100% of
their Allowed Claim in Cash, with 25% being paid October 31, 2012,
and the remaining 75% being paid on or before June 30, 2013.
Creditors holding General Unsecured Claims will receive Pro Rata
distributions of 30% of Net Income generated by the Reorganized
Debtor on a quarterly basis for five years, ending Dec. 31, 2016.
All postpetition and Administrative Expense Claims will be paid
upon the Effective Date unless such Claimant agrees to different
treatment in writing.

All current equity interests will either be retained by the
current owner, Michael DeFrees, or transferred to the Debtor by
the owners of Harbor.  Mr. DeFrees will retain his current equity
interests in exchange for his subordination of his $10,900,000
General Unsecured Claim.

All unexpired leases and executory contracts will be rejected by
the Debtor through the Plan unless those unexpired leases and
executory contracts have previously been assumed and assigned, or
rejected, or a motion seeking their assumption or rejection has
been filed before the Confirmation Date.

Hearing on the Disclosure Statement was scheduled for June 6,
2011, at 01:30 p.m.

A full-text copy of the Disclosure Statement amended on April 8,
2011, is available for free at:

           http://ResearchArchives.com/t/s?762c

                        About Salpare Bay

Vancouver, Washington-based Salpare Bay LLC operates a
condominium.  Salpare Bay filed for Chapter 11 bankruptcy
protection on June 7, 2010 (Bankr. D. Ore. Case No. 10-35333).
Tara J. Schleicher, Esq., who has an office in Portland, Oregon,
represents the Debtor.  The Company estimated assets and debts at
$10 million to $50 million.

A creditors committee has not been appointed in this case.


SAND HILL: Files 2nd Amended Disclosure Statement
-------------------------------------------------
Sand Hill Foundation, LLC, Sand Hill Panola SWD #2 LLC, and Sand
Hill Panola SWD #5 LLC filed with the U.S. Bankruptcy Court for
the Eastern District of Texas their Consolidated Plan of
Reorganization and Disclosure Statement on May 20, 2011.

The Plan generally provides for the distribution of sales proceeds
for the payment of all Allowed Claims, including provision for the
pursuit of any unresolved causes of action and objecting to
Disputed.  To accomplish this, the Plan generally provides for the
following to occur prior to the Effective Date:

    (i) assumption of the Assigned Contracts;

   (ii) the filing of objections to Disputed Claims and otherwise
        continue the reorganization process, in each case pursuant
        to the oversight of the Bankruptcy Court;

  (iii) the creation of reasonable reserves for Disputed Claims,
        and the making of distributions to holders of Allowed
        Claims as provided in the Plan; and (iv) the rejection of
        all remaining Executory Contracts and unexpired Leases of
        the Debtors.

The Plan further provides for the Reorganized Debtors to continue
business without the Bankruptcy Court's supervision.

Pursuant to the terms of the Plan, Sand Hill Panola SWD #2 LLC and
Sand Hill Panola SWD #5 LLC will merge with Sand Hill Foundation,
LLC and Sand Hill Foundation, LLC, the Reorganized Debtor, will
continue in business.

                    Classification of Claims

The Plan provides for this classification of Claims:

   1. Unclassified Claims:

      * Unpaid Administrative Expense Claims; and
      * Allowed Priority Tax Claims;

   2. Class 1 - Allowed Priority Claim of Internal Revenue
      Service;

   3. Class 2 - Allowed Secured Claims Relating to Property Sold
      Pursuant to the APA.  The claims of these creditors will
      attach to the proceeds from the sale to the same extent
      and priority as the claims attached to the property.
      The Debtors anticipate that certain Class 2 claims will be
      paid at or before closing of the sale pursuant to APA or by
      order of the Bankruptcy Court entered prior to confirmation
      of the Plan.

      In the event the Claims are Allowed and not paid prior to
      confirmation of the Plan, the claims will be satisfied
according
       to this classification:

      * Class 2.1 - Allowed Secured Tax Claim of Taxing
        Authorities for Shelby County, Texas;

      * Class 2.2 - Allowed Secured Claim of Sabine State Bank
        and Trust Co., Inc.;

      * Class 2.3 - Allowed Secured Claim of Rycar Investments,
        LLC;

      * Class 2.4 - Allowed Secured Claim of Enviro-Vac, Ltd.;
        and

      * Class 2.5 - Allowed Secured Claim of Colonial Pacific
        Leasing Corporation;

   4. Class 3 - Allowed Secured Claims Relating to Retained
      Assets consisting of:

      * Class 3.1 - Allowed Secured Claim of Taxing Authorities
        of Panola County and Shelby County;

      * Class 3.2 - Allowed Secured Claim of Caterpillar
        Financial Services;

      * Class 3.3 - Allowed Secured Claim of Enviro-Vac, Ltd.;

      * Class 3.4 - Allowed Secured Claim of Komatsu Financial;

      * Class 3.5 - Allowed Secured Claim of CNH Capital America,
        LLC;

      * Class 3.6 - Allowed Secured Claim of Ford Credit;

      * Class 3.7 - Allowed Secured Claim of Sabine State Bank
        and Trust Co., Inc.;

      * Class 3.8 - Allowed Secured Claim of GE Capital;

      * Class 3.9 - Allowed Secured Citizens State Bank;

      * Class 3.10 - Allowed Secured of Henry and Patricia
        Twomey;

      * Class 3.11 - Allowed Secured Claim of Volvo Financial
        Services; and

      * Class 3.12 - Allowed Secured Claim of Navistar Financial
        Corporation.

      All Class 3 Claims will receive:

      (i) the Debtor will reaffirm the debt,

     (ii) the Debtor will pay the reaffirmed debt pursuant to
          the original terms,

    (iii) the holders will retain all liens, interests and
          encumbrances securing such claims, and

     (iv) the Debtors will satisfy all amounts past due in cash
          upon the later of the Effective Date or 10 business
          days after the Claim becomes an Allowed Secured Claim.

   5. Class 4 - Allowed Unsecured Claim of Bass Drilling, Inc.
      The Holder has agreed to compromise its claim to
      $2,500,000;

   6. Class 5 - Allowed Unsecured Claims which will receive cash
      in an amount equal to the allowed amount of the Unsecured
      Claim; and

   7. Class 6 - Allowed Interests of Members.  Members of the
      Debtors, which are the holders of Class 6 Claims, will
      retain their interests.

                         About Sand Hill

Sand Hill Foundation, LLC is an oilfield service and construction
company.  Sand Hill Foundation employs 145 people and owns assets
in the approximate amount of $10,000,000 including numerous
vehicles and equipment pieces of equipment.

Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in
Panola County, Texas scheduled at over $2,500,000.  Sand Hill
Panola SWD #5 LLC also owns a saltwater disposal well in Panola
County, Texas scheduled at over $1,500,000.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 10-90209) on May 25, 2010.  Jeffrey Wells
Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.


SAND HILL: Court Approves 2nd Amended Disclosure Statement
----------------------------------------------------------
Judge Bill Parker of the Bankruptcy Court for the Eastern District
of Texas approved Sand Hill Foundation, LLC's second amended
disclosure statement.

Judge Parker fixed July 15, 2011, as the last day for filing and
serving written objections to confirmation of the Debtor's
proposed Chapter 11 Plan.

Judge Parker sets the hearing to consider the confirmation of the
Debtor's proposed Chapter 11 Plan on Thursday, July 28, 2011 at
10:00 a.m. in the Courtroom of the United States Bankruptcy Court,
Jack Brooks Federal Building, 300 Willow Street, First Floor, in
Beaumont, Texas.

                         About Sand Hill

Sand Hill Foundation, LLC is an oilfield service and construction
company.  Sand Hill Foundation employs 145 people and owns assets
in the approximate amount of $10,000,000 including numerous
vehicles and equipment pieces of equipment.

Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in
Panola County, Texas scheduled at over $2,500,000.  Sand Hill
Panola SWD #5 LLC also owns a saltwater disposal well in Panola
County, Texas scheduled at over $1,500,000.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 10-90209) on May 25, 2010.  Jeffrey Wells
Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.


SAUNDERS HOTELS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Saunders Hotels, LLC
        2850 E. Skyline Dr., Suite 200
        Tucson, AZ 85718

Bankruptcy Case No.: 11-16203

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

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: $5,235,962

Scheduled Debts: $9,710,968

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-16203.pdf

The petition was signed by Michael J. Hanson, general partner of
member.


SAUNDERS RUDASILL: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Saunders Rudasill Hotel, LLC
        2850 E. Skyline Dr., Suite 200
        Tucson, AZ 85718

Bankruptcy Case No.: 11-16202

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

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: $5,480,006

Scheduled Debts: $6,857,098

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-16202.pdf

The petition was signed by Michael J. Hanson.


SBARRO INC: Terminates Agreement with Ares and MidOcean
-------------------------------------------------------
BankruptcyData.com reports that Sbarro Inc. announced that it has
consensually terminated its pre-petition plan support agreement
and equity commitment agreement with Ares and MidOcean in order to
explore other strategic alternatives, including discussions with a
qualified bidder who has expressed preliminary interest in
acquiring the Company.  In addition, the Company continues to
negotiate with its pre-petition creditors to pursue a standalone
plan of reorganization.

The announcement follows discussions with key stakeholders of the
Company, including Ares, MidOcean and the first lien steering
committee, who each support the Company's decision to pursue
multiple avenues to maximize value and not to file a plan of
reorganization or seek approval of the equity commitment agreement
at this juncture.

Nicholas McGrane, interim president and chief executive officer of
Sbarro, noted: "We believe it is in the best interest of all
stakeholders for the Company to dedicate its resources to
exploring all available value maximizing alternatives. We greatly
appreciate the initial and continued interest of Ares and MidOcean
in the Company, as well as the continued participation of the
first lien lenders and the new interest from a sophisticated
bidder."

Meanwhile, Eric Hornbeck at Bankruptcy Law360 reports that
Sbarro Inc. said it dropped a $30 million equity support agreement
to "explore other strategic alternatives," including preliminary
interest from an unnamed qualified bidder that has come sniffing
around the Company.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SELECT VENEER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Select Veneer Company Inc
        2125 Lake Jericho Road, Suite #1
        Smithfield, KY 40068

Bankruptcy Case No.: 11-30388

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (Frankfort)

Debtor's Counsel: Neil C. Bordy, Esq.
                  SEILLER WATERMAN LLC
                  2200 Meidinger Tower
                  462 S. 4th Avenue
                  Louisville, KY 40202-3446
                  Tel: (502) 584-7400
                  E-mail: bordy@derbycitylaw.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/kyeb11-30388.pdf

The petition was signed by Douglas J. Killbarda, president.


SEQUOIA PARTNERS: Committee Taps Gleaves Swearingen as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Sequoia Partners, LLC, asks the U.S. Bankruptcy Court for
the District of Oregon for permission to retain Douglas R. Schultz
and Cassie K. Jones and the law firm of Gleaves Swearingen Potter
& Scott LLP as its counsel.

The firm will, among other things:

   -- advise and consult with the Committee concerning questions
      arising in the conduct of the administration of the estate
      and concerning the Committee's rights and remedies with
      regard to the estate's assets and the claims of secured,
      priority and unsecured creditors and other parties in
      interest;

   -- appear for, prosecute, defend and represent the Committee's
      interest in proceedings arising in or related to this case;
      and

   -- assist the Committee in evaluation of any proposed
      disclosure statement or plan of reorganization.

The hourly rates of the firm's personnel are:

         Partners                 $245 - $375
         Associates               $110 - $190
         Paraprofessionals         $50 - $160
         Law Clerks                   $60

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

The firm can be reached at:

         GLEAVES SWEARINGEN POTTER & SCOTT LLP
         P.O. Box 1147
         Eugene, OR 97440
         Tel: (541) 686-8833

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  The Debtor estimated
assets at $50 million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.


SEQUOIA PARTNERS: Court Approves CPM Real as Loan Broker
--------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon authorized Sequoia Partners, LLC, CPM Real
Estate Services, Inc., as loan broker.

CPM Real is working with real estate firms, investment
professionals and loan and capital investors to ensure the Debtor
investigates all reasonable sources to generate replacement
capital and new capital funding necessary to reorganize.

The Debtor agreed to compensate CPM Real on the basis of CPM's
ordinary fee for this type of engagement, which is a commission of
2% of the capital amount obtained in the form of debt or slightly
higher (not to exceed 3%) if the sale of any real assets occurs as
the Debtor/seller's broker in a court-approved transaction.

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

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, serves as accountant.  The Debtor estimated
assets at $50 million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.


SHILO INN: Wants Access to Cathay Bank's Cash Until July 31
-----------------------------------------------------------
Shilo Inn, Killeen, LLC, and Shilo Inn, Diamond Bar, LLC, ask the
U.S. Bankruptcy Court for the Central District of California to
approve a stipulation extending their use of the cash collateral
until July 31, 2011, at 11:59 p.m. (Los Angeles Time).

The stipulation was entered between the Debtors and their
principal secured creditor Cathay Bank.  Cathay has a deed of
trust, liens and security interests on substantially all of the
Debtor Killeen's real and personal property, including its hotel.
The collateral secured indebtedness exceeding $15 million.

The Debtors relate that pursuant to the cash collateral orders,
the Debtors and Cathay can extend use of the cash collateral on a
consensual basis without a hearing.

The Debtors will use the cash collateral to pay all postpetition
secured real taxes when due and owing, without penalty or
interest.

As reported in the Troubled Company Reporter on March 24, in
exchange for the use of its cash collateral, Cathay Bank will
be provided "adequate protection" of its interests in the cash
collateral as well as in the prepetition collateral.  Shilo Inn is
required by the court order to make payments to the bank as
adequate protection.

Debtor Killeen will pay adequate protection payments amounting to
$46,500 to Cathay on April 1; May 1; June 1; and July 1.  Debtor
Diamond Bar will pay adequate protection payments amounting to
$14,540 to Cathay on April 20; May 20; June 20; and July 20.

Cathay Bank will also be granted replacement security interests
and liens on all of Shilo Inn's assets.  In case the replacement
liens are insufficient to protect its interests, Cathay Bank will
be granted a "super-priority cost of administration claim,"
subject to further court approval.

The court order further requires Shilo Inn to maintain insurance
for the prepetition and postpetition collateral.

If use of the cash collateral is or appears necessary after July
31, the respective Debtors will provide Cathay with proposed
budgets on June 20.

                          About Shilo Inn

Portland, Oregon-based Shilo Inn, Killeen, LLC, filed for
Chapter 11 bankruptcy on Dec. 6, 2010 (Bankr. C.D. Calif. Case No.
10-62057).  David B. Golubchik, Esq., and John-Patrick M. Fritz,
Esq., Levene Neale Bender Rankin Et Al, serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Shilo Inn, Diamond Bar, LLC (Bankr. C.D. Calif. Case No.
10-60884) filed separate Chapter 11 petition on Nov. 29, 2010.

The case is jointly administered with Shilo Inn Killeen.


SHILO INN: Amends Plan, Meets Objection from Largest Creditor
-------------------------------------------------------------
Shilo Inn, Killeen, LLC, filed a first amended plan of
reorganization and accompanying disclosure statement on April 20.

The amendment came after the U.S. Bankruptcy Court for the Central
District of California has denied approval of the Debtor's
disclosure statement explaining its proposed chapter 11 plan of
reorganization.  The Court also directed Shilo Inn to show cause
why its Chapter 11 case should not be converted or dismissed.

Under the First Amended Plan, the Debtor proposes to pay all
claims in full unless otherwise agreed to with the claimholder,
with unsecured claims to be paid over a period of four months from
the effective date of the Plan.  The first payment is anticipated
to be on August 1, 2011, in the aggregate amount of $47,250.  The
Reorganized Debtor will make three additional payments, each in
the amount of $47,250, for a total payout to non-insider general
unsecured creditors in the amount of $189,000, which the Debtor
believes constitutes 100% payment, excluding interest.

Non-insider general unsecured creditors can expect to receive
their pro-rata share of each payment made by the Reorganized
Debtor, until the time as 100% of allowed claims are paid in full.

The sources of money earmarked to pay creditors and interest-
holders are the Debtor's cash on hand as of the effective date of
the plan and future earnings from continued operations of the
Debtors.

Cathay Bank, lender to the Debtor under a $15,500,000 loan and the
Debtor's largest creditor, objects to the approval of the
Disclosure Statement complaining that it does not provide
"adequate information" regarding the Plan as required by Section
1125 of the Bankruptcy Code.

On behalf of Cathay Bank, Brandon J. Witkow, Esq., at Locke Lord
Bissell & Liddell LLP, in Los Angeles, California, asserts that
the Debtor should (1) provide specific additional information
concerning its cash-flow projections; (2) present some balance in
the Debtor's complaints about Cathay; (3) adequately explain the
proposed treatment of Cathay's claim; and (4) adequately explain
its liquidation analysis.

A full-text copy of the First Amended Plan and Disclosure
Statement, dated April 20, 2011, is available for free at:

           http://ResearchArchives.com/t/s?762d

                          About Shilo Inn

Portland, Oregon-based Shilo Inn, Killeen, LLC, filed for
Chapter 11 bankruptcy on Dec. 6, 2010 (Bankr. C.D. Calif. Case No.
10-62057).  David B. Golubchik, Esq., and John-Patrick M. Fritz,
Esq., Levene Neale Bender Rankin Et Al, serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Shilo Inn, Diamond Bar, LLC (Bankr. C.D. Calif. Case No.
10-60884) filed separate Chapter 11 petition on Nov. 29, 2010.



SIGNATURE STYLES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Signature Styles, LLC
        711 Third Avenue, 4th Floor
        New York, NY 10017

Bankruptcy Case No.: 11-11733

Debtor-affiliate that filed separate Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Signature Styles Gift Cards, LLC      11-11734

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Christopher A. Ward, Esq.
                  POLSINELLI SHUGHART PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: (302) 252-0920
                  Fax: (302) 252-0921
                  E-mail: cward@polsinelli.com

Debtors'
Investment
Bankers:          Mark A. FiIippell
                  Managing Director
                  WESTERN RESERVE PARTNERS LLC
                  200 Public Square, Suite 3750
                  Cleveland, Ohio 44114
                  http://www.wesrespartners.com
                  Tel: (216) 589-0900
                  Fax: (216) 589-9558

Debtors'
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $48.6 million

Total Debts: $867.6 million.

The petitions were signed by Robert Angart, chief restructuring
officer.

Signature Styles Gift Cards' list of 20 largest unsecured
creditors filed together with the petition is available for free
at: http://bankrupt.com/misc/deb11-11734.pdf

Signature Styles LLC's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gould Paper Company                Trade                $1,326,570
3973 Woods Edge Drive
Davidsonville, MD 21035

Google Affiliate Network Inc.      Trade                  $850,792
Department 33654, P.O. Box 39000
San Francisco, CA 94139

Hearst Digital Media               Trade                  $618,222
300 West 57th Street
New York, NY 10019

Fortune Footwear Inc.              Trade                  $438,083
174 Hudson Street, 3rd Floor
New York, NY 10013

Distribudora                       Trade                  $342,854
Tropisol S.A. de C.V.,
Calle 8 Bus 5th 6th Floor,
Fracc Industrial Alce Blanco
Naucalpan, Mexico CP53370

Experian Marketing Services        Trade                  $338,284
955 American Lane
Schaumburg, IL 60173

Netmining LLC                      Trade                  $305,521
915 Broadway, Suite 1301
New York, NY 10010

Fry Inc.                           Trade                  $288,701
650 Avis Drive
Ann Arbor, MI 48108

X+I                                Trade                  $216,981

Quad Graphics Inc.                 Trade                  $193,029

Seeler Inc.                        Trade                  $187,791

Dedicated Marketing Solutions      Trade                  $176,374

Ford Models Inc.                   Trade                  $172,661

Donnelley Receivables Inc.         Trade                  $170,014

Cohen Pontani Lieberman            Services               $166,921

Channel Intelligence Inc.          Trade                  $153,399

Cachet Ind. Inc.                   Trade                  $138,041

Mags International Sourcing LT     Trade                  $131,732

CA Inc.                            Trade                  $125,203

PM Digital                         Trade                  $120,296


SOLERA HOLDINGS: S&P Assigns 'BB-' Rating to $350MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Solera Holdings Inc.'s $350 million senior notes due
2018. The new rating is one notch below the 'BB' corporate credit
rating on the company. "We also assigned a '5' recovery rating
to this debt, indicating our expectation of modest (10%-30%)
recovery for lenders in the event of a payment default," S&P said.

"In addition, we raised the issue rating on the company's first-
lien credit facilities to 'BB+' from 'BB' as a result of a
revision of the recovery rating on this debt, which we revised to
'2' from '3'. The '2' recovery rating indicates substantial (70%-
90%) recovery. The rating revision reflects continued improvement
in the company's operating metrics, which we believe warrants an
increase in our estimate of enterprise value at default," S&P
continued.

The 'BB' corporate credit rating and the stable rating outlook on
Solera remain unchanged. The ratings on Solera reflect a narrow
business profile, but one augmented by international expansion
efforts, and a capital structure appropriate for the rating, even
in light of the company's recent and relatively sizable proposed
acquisition of Explore Information Services LLC.

Ratings List

Solera Holdings Inc.
Corporate Credit Rating            BB/Stable/--

New Rating

Solera Holdings Inc.
Senior Unsecured
  $350 mil notes due 2018           BB-
   Recovery Rating                  5

Upgraded; Recovery Rating Revised

Solera Holdings Inc.
                                    To             From
First-lien credit facilities       BB+            BB
   Recovery Rating                  2              3


SOUTHERN UPLANDS: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southern Uplands, LLC
        129 Wilton Drive
        Decatur, GA 30030

Bankruptcy Case No.: 11-66722

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Evan M. Altman, Esq.
                  8325 Dunwoody Place, Building 2
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.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 four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-66722.pdf

The petition was signed by Carolyn D. Datry, managing member.


SPARKLEBERRY EB: Consummates Reorganization Plan, Case Closed
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
closed the Chapter 11 case of Sparkleberry EB, LLC.

The Debtor explained that the case has been fully administered and
is ripe to be closed.

The Debtor's plan of reorganization was confirmed on March 3,
2011.

As reported Troubled Company Reporter on Oct. 19, 2010, according
to the Disclosure Statement, the Plan envisions the sale of the
sole asset of Sparkleberry through an auction process.  Whitney
Bank, N.A., is a qualified bidder for the auction and may submit a
credit bid up to the amount of its secured claim.

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

                    About Sparkleberry EB, LLC

Houston, Texas-based Sparkleberry EB, LLC, is a limited liability
company organized under the laws of the State of Texas for the
purpose of development land on Galveston East Beach.  The Company
filed for Chapter 11 bankruptcy protection on July 5, 2010 (Bankr.
S.D. Tex. Case No. 10-80395).  Barbara Mincey Rogers, Esq., at
Rogers & Anderson, PLLC, assists the Debtor in its restructuring
effort.  The Company disclosed $32,000,601 in assets and
$3,545,374 in liabilities.


STANADYNE CORP: S&P Affirms CCR at 'CCC+'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'CCC+' corporate credit rating, on Windsor, Conn.-based
Stanadyne Corp. "At the same time, we revised the outlook to
stable from negative," S&P said.

"The outlook revision reflects our expectation that credit
measures will improve from very weak levels and our understanding
that the company has the ability under its credit agreement to
upstream dividends to parent Stanadyne Holdings Inc. to service
pay-in-kind notes through February 2012," said Standard & Poor's
credit analyst Dan Picciotto. "Stanadyne remains highly leveraged,
with adjusted debt to EBITDA of more than 9x, by our calculation,
at the end of first-quarter 2011. However, we believe that better
market conditions and expected cost savings from the recent
consolidation of the company's U.S. facilities are likely to
result in some improvement in operating results."

"Still, we expect the company to remain highly leveraged in 2011
with funds from operations (FFO) to total adjusted debt of less
than 10% and adjusted debt to EBITDA of more than 7x; this leaves
the company susceptible to another market downturn," S&P said.

"Our ratings on Stanadyne reflect the company's highly leveraged
financial risk profile and its weak business risk profile
characterized by cyclical demand and larger, well-financed
competitors. Stanadyne Intermediate Holding Corp. wholly owns
Stanadyne Corp. and ultimate parent Stanadyne Holdings Inc.
wholly owns Stanadyne Intermediate," according to S&P.

Kohlberg & Co. LLC controls privately held Stanadyne Corp., an
independent manufacturer of proprietary products, including pumps
for gasoline and diesel engines, injectors and filtration systems
for diesel engines, and various nonproprietary products
manufactured under contract for other companies. Stanadyne sells
to original equipment manufacturers in the agricultural,
construction, industrial, automotive, and marine markets.

The outlook is stable. "We could lower the ratings if basket
restrictions constrain Stanadyne's ability to service Stanadyne
Holdings' notes or if we expect free cash flow to remain negative
beyond 2011," Mr. Picciotto continued. "We could raise the ratings
if operating performance improvements result in better credit
measures (such as expected debt to EBITDA of less than 7x), we
expect free operating cash flow to be positive, and if the company
has the ability to service Stanadyne Holdings' notes."


SUN PRODUCTS: S&P Cuts CCR to 'B' on Weak Operating Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Wilton,
Conn.-based The Sun Products Corp. to 'B' from 'B+'. "We also
lowered the rating on the company's first-lien senior secured
credit facilities to 'BB-' from 'BB' and the rating on its second-
lien senior secured term loan facility to 'B' from 'BB'. The
recovery ratings on the first-lien facilities remain '1', which
continues to indicate our expectation for very high recovery (90%
to 100%) of principal in the event of a payment default. We
revised the recovery rating on the second-lien facility to '4'
from '1', indicating our expectation for less-favorable recovery
prospects for second-lien lenders than previously expected, based
on lower EBITDA generation, which resulted in a lower enterprise
value under our simulated default scenario. We now expect second-
lien lenders to obtain average recovery (30% to 50%) of principal
in the event of a payment default," S&P stated.

"The downgrade reflects deteriorating credit protection measures
following very weak operating performance thus far in 2011,
following declines in 2010," said Standard & Poor's credit analyst
Mark Salierno.

Currently, Standard & Poor's estimates Sun Products' leverage --
as measured by the ratio of total adjusted debt (which includes
preferred stock and the present value of noncancelable operating
lease obligations) to EBITDA -- to be very high, at 7.9x for the
12 months ended March 31, 2011, compared with leverage of about
4.2x over the same period one year earlier. "As of March 31, 2011,
Sun Products had more than $1.6 billion of funded long-term debt
outstanding, in addition to preferred stock (which we treat as
debt) at Sun Products' intermediate holding company, Spotless
Group Intermediate Holding Corp.," S&P said.

"The negative outlook reflects our view that operating performance
will remain under pressure through the end of 2011," said Mr.
Salierno.


SUNDANCE LLC: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sundance, LLC
        P.O. Box 2077
        Gulf Shores, AL 36547

Bankruptcy Case No.: 11-02219

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Marion E. Wynne, Esq.
                  WILKINS, BANKESTER, BILES & WYNNE, P.A.
                  P.O. Box 1367
                  Fairhope, AL 36533
                  Tel: (251) 928-1915
                  Fax: (251) 928-1967
                  E-mail: twynne@wbbwlaw.com

Scheduled Assets: $1,556,500

Scheduled Debts: $2,659,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/alsb11-02219.pdf

The petition was signed by Paul Nabors of Naborhood Investment,
co-managing member.


SURE INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Sure, Inc.
        5 Buford Highway
        Suwanee, GA 30024

Bankruptcy Case No.: 11-66200

Chapter 11 Petition Date: June 3, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: G. Scott Buff, Esq.
                  THE BUFF LAW FIRM
                  1755 North Brown Road, Suite 200
                  Lawrenceville, GA 30043
                  Tel: (678) 690-5323
                  Fax: (678) 690-5324
                  E-mail: scottbff@yahoo.com

Scheduled Assets: $2,932,119

Scheduled Debts: $672,897

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

The petition was signed by Natt Nwokolo, president.


TALON INTERNATIONAL: Five Directors Reelected at Annual Meeting
---------------------------------------------------------------
Talon International, Inc., held its 2011 Annual Meeting of
Stockholders on May 31, 2011.  At the Annual Meeting, 20,291,433,
shares of the Company's common stock and 407,160 shares of the
Company's Series B Preferred Stock were outstanding and entitled
to vote, for a total of 61,007,433 voting shares entitled to vote.
At the Annual Meeting, 46,609,726 voting shares were represented
at the meeting in person or by proxy.

Immediately following the Annual Meeting, the Company's board of
directors was comprised of Mark Dyne, Lonnie D. Schnell, David
Ellis, Mark J. Hughes and Michael F. Snyder, all of whom were re-
elected by the requisite vote of shareholders at the Annual
Meeting.

                     About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

The Company reported a net loss of $1.46 million on $41.46 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $2.69 million on $38.67 million of net sales during the
prior year.

The Company's balance sheet at March 31, 2011, showed $15.24
million in total assets, $10.35 million in total liabilities,
$18.48 million in Series B convertible preferred stock and a
$13.59 million in total stockholders' deficit.


THORNBURG MORTGAGE: Countrywide, BofA Reply to Lawsuit Due Today
----------------------------------------------------------------
Joel I. Sher, Chapter 11 Trustee for TMST, Inc. f/k/a Thornburg
Mortgage, Inc., and Zuni Investors, LLC, on April 29, 2011, filed
a complaint, captioned Joel I. Sher, Chapter 11 Trustee for TMST,
Inc. f/k/a Thornburg Mortgage, Inc., and Zuni Investors, LLC, v.
Countrywide Home Loans, Inc. and Bank of America Corporation, Adv.
Proc. No. 11-00337 (Bankr. D. Md.).  Countrywide and Bank of
America were served by regular and certified mail on May 4, 2011,
with a summons that was issued on May 3, 2011, and copy of the
Complaint in the action.  The date by which the Defendants must
move, answer or otherwise respond to the Complaint was June 2,
2011, but in stipulation, the parties agreed to extend that time
to June 9.  A copy of the Stipulation and Order signed by
Bankruptcy Judge Duncan W. Keir on June 6, is available at
http://is.gd/sy7hYDfrom Leagle.com.

Attorneys for Zuni Investors are:

          David J. Grais, Esq.
          Mark B. Holton, Esq.
          Leanne M. Wilson, Esq.
          GRAIS & ELLSWORTH LLP
          New York, NY
          Tel: (212) 755-0100
          Fax: (212) 755-0052
          E-mail: dgrais@graisellsworth.com
                  mholton@graisellsworth.com
                  lwilson@graisellsworth.com

Attorneys for Bank of America are:

          Eric S. Namrow, Esq.
          O'MELVENY & MYERS LLP
          Washington, DC
          Tel: (202) 383-5294
          Fax: (202) 383-5814
          E-mail: enamrow@omm.com

               - and -

          Jonathan Rosenberg, Esq.
          William J. Sushon, Esq.
          O'MELVENY & MYERS LLP
          New York, NY
          Tel: (212) 326-2000
          Fax: (212) 326-2061
          E-mail: jrosenberg@omm.com
                  wsushon@omm.com

Attorneys for Countrywide Home Loans are:

          Joseph F. Yenouskas, Esq.
          GOODWIN PROCTER LLP
          Washington, DC
          Tel: (202) 346-4000
          Fax: (202) 346-4444
          E-mail: jyenouskas@goodwinprocter.com

              - and -

          Brian E. Pastuszenski, Esq.
          John J. Falvey, Jr., Esq.
          Matthew G. Lindenbaum, Esq.
          GOODWIN PROCTER LLP
          Boston, MS
          Tel: (617) 570-1000
          Fax: (617) 570-1231
          E-mail: bpastuszenski@goodwinprocter.com
                  jfalvey@goodwinprocter.com
                  mlindenbaum@goodwinprocter.com

The May 3, 2011 edition of the Troubled Company Reporter ran a
story on the lawsuit.

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TOMBALL HOSPITAL: Moody's Lowers Long-Term Bond Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
long-term bond rating assigned to Tomball Regional Hospital's
(TRH) $102.7 million of outstanding rated debt (see RATED DEBT
section at end of report) issued by Tomball Hospital Authority.
The outlook remains negative at the lower rating level.

SUMMARY RATING RATIONALE

The rating downgrade is attributable to a severe decline in
operating cash flow in fiscal year (FY) 2011 nine month
performance following several years of a slow, more moderate
decline, along with a continued decline in liquidity. Management
has engaged the assistance of a nationally recognized consulting
firm to assist with the implementation of strategic revenue and
cost control initiatives, with management's current projections
are for a minimum of $11.2 million in focused improvement. Moody's
negative outlook reflects Moody's concerns with an ability to
stabilize volumes with increased competitive pressures and the
current downturn in the economy. The decline in liquidity lessens
the ability to provide financial flexibility.

CHALLENGES

* Severe decline in operating profit and operating cash flow
  generation in FY 2011 (-5.8% and 4.6% margins, respectively, for
  the first nine months) with increased competitive pressures and
  a weakened economy leading to lower volumes and higher bad debt

* High debt load (69% debt-to-total operating revenues) and
  depleted cash flow generation led to increasingly high 13.0
  times debt-to-cash flow in FY 2010 (annualized at 41 times in FY
  2011), up from 10.0 times the prior year, and a very low 21.5%
  cash-to-debt ratio at fiscal yearend (FYE) 2010

* Continued decline in absolute liquidity to $30.7 million at FYE
  2010 and $26.3 million as of March 31, 2011, driving cash on
  hand to 58 days and 51 days, respectively

* Declining volume metrics with increased competitive pressures
  with competing hospital expansions and decline in economy, with
  admissions in the third year of decline (18% between 2007 and
  2010; additional 8.8% in 9 months 2011); observation stays,
  surgeries and newborns also showing declines in year-to-date
  2011

* Lack of certificate of need regulation in the state increases
  competitive profile

STRENGTHS

* Intensive strategic planning over the past six months that
  included the hiring of a nationally recognized consulting firm
  to assist in identifying at least $11.2 million of revenue
  enhancement and cost control initiatives to improve operating
  performance in FY 2012; overall management expects $16-$20
  million improvement in FY 2012

* Sale of long-term care unit to generate funds used to refund
  $12.5 million of outstanding bonds; all fixed rate debt
  structure and absence of interest rate derivatives viewed
  favorably

* New recipient of upper payment limit (UPL) funds that will
  assist with offsetting increasing self-pay and bad debt

* Leading, though declining, primary service area market position
  for this regional referral center in a service area with
  population growth and favorable demographics

* Liquidity very conservatively invested in cash, cash equivalents
  and money market funds

* Defined contribution pension plan

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: The bonds are secured by a security interest in
revenues, accounts receivable and receipts as defined in the bond
documents.

INTEREST RATE DERIVATIVES: None

RECENT DEVELOPMENTS/RESULTS

Year-to-date FY 2011 performance marks the fifth consecutive year
of declining operating cash flow and operating cash flow margin,
dropping to a low 4.6% for the first nine months of the year from
an acceptable 8.3% in FY 2010 and a strong 12.9% in FY 2006.
Operating revenues grew a slight 2.8% in FY 2010, although on par
with the prior year and largely supported by $6.4 million in UPL
funds. Had the UPL funds not been booked, FY 2010 revenues would
have been flat with the prior year. Revenues declined 4.9% for the
nine months ended March 31, 2011 compared to the same period the
prior year, and included $5.4 million of UPL funds. Operations in
FY 2011 were impacted by increased competitive pressures from
hospital expansions and a weakened economy that resulted in
declines in volumes and increases in bad debt (20% bad debt
increase in FY 2010) as well as non-recurring consulting fees of
about $2 million. While TRH continues to maintain the leading
market share in its primary service area, management supplied data
shows a decline in market share to 39% in 2010 from 43% in 2008.

Inpatient admissions continued a three year downward trend,
dropping 9.7% in FY 2010 and an additional 8.8% in year-to-date FY
2011, with annualized admissions for FY 2011 dropping below
10,000. While observation stays increased 23% in FY 2010, it was
not enough to offset the admission decline, with combined
admissions/observation stays declining 1.9%. This trend was
further pronounced in FY 2011 with a decline in observation stays
as well as admissions, driving a combined decline of 8.5%. A
struggling economy that has patients deferring elective procedures
and increased competitive pressures are driving forces behind the
volume declines. Additionally in FY 2011 the system experienced
declines in outpatient surgeries, newborn admissions and acuity.

As a result of the financial downturn, debt-to-cash flow increased
to a very high 41 times on annualized results for FY 2011, up from
13 times in FY 2010 and 10 times in FY 2009. At the same time,
Moody's-adjusted debt service coverage weakened, to 1.26 times in
FY 2010 from 1.45 times the prior year, and from a stronger 1.78
times in FY 2006. To address the downturn in performance,
management hired Navigant Consulting to conduct an independent
review of hospital operations and make recommendations to improve
financial performance. Management and Navigant developed plans to
improve operating performance by at least $11.2 million, including
efforts in labor productivity, revenue cycle management, and
managed care contracting, among others.

Also favorably, TRH became a member of one of the state's UPL
programs. Under this program, TRH booked $6.4 million in revenue,
$2.6 million in cash and $3.8 million in receivables in FY 2010.
Additional UPL fund revenues of $5.4 million were booked in the
first nine months of FY 2011, with this full amount received by
the end of April 2011. Management is anticipating operating
improvement of $16-$20 million for FY 2012 over FY 2011, assuming
volumes are stable. Moody's largely expects that TRH will
experience a technical default under its bond covenants in FY 2011
by not meeting its coverage ratio given nine month performance;
Moody's notes consultants have already been onsite and made
recommendations.

The balance sheet has continued to weaken with declining
liquidity. Absolute unrestricted liquidity declined $5 million
(14%) in FY 2010 to $30.7 million from $35.7 million at FYE 2009,
and declined further to $26.3 million as of March 31, 2011. As a
result, cash on hand declined to 58 days at FYE 2010 and further
to 50 days as of March 31, 2011. This level of liquidity is from a
more comfortable peak of 86 days at FYE 2007. Additionally, cash-
to-debt declined to a very low 20% as of March 31, 2011 from 22%
at FYE 2010 and 26% at FYE 2009. TRH is conservative in its
investment strategy as a district hospital, investing 100% of its
liquidity into highly liquid cash and cash equivalents.

Outstanding debt increased 5% in FY 2010, to $143 million from
$136 million, due to the assumption of additional capital leases
and notes payable. The sale of an assisted living unit in FY 2011
generated $13 million in liquidity, which was used to refund about
$12.5 million of Series 1999 bonds, reducing total outstanding
debt back down to $131 million. Despite the refunding of debt, the
poorer operating results and decline in liquid have weakened debt
measures. Outstanding bonds are 100% fixed rate, removing the risk
to fluctuating interest rates. Management has no additional major
debt plans.
Outlook

The negative outlook is attributable to multiple years of volume
pressures, with current increases in competitive pressures which
Moody's believes will challenge the hospitals ability to stabilize
volumes in the near term. While operating performance is severely
depleted, management is making progress with implementing new
initiatives to turn performance back toward profitability.
Management anticipates the benefits of these initiatives to be
fully implemented by 2nd quarter of FY 2012. Liquidity is weak and
provides minimal flexibility for unexpected events.

WHAT COULD MOVE THE RATING UP

Sizable growth in liquidity and reduction in debt load; marked
improvement in operating performance with subsequent stability;
maintenance of market position

WHAT COULD MOVE THE RATING DOWN

Inability to improve and stabilize liquidity; increase in debt
load; sustained lower levels of operating performance

KEY INDICATORS

Assumptions & Adjustments:

- Based on financial statements for Tomball Regional Hospital

- First number reflects audit year ended June 30, 2010

- Second number reflects unaudited nine month March 31, 2011
  performance, annualized

- Bad Debt expense reclassified to operating expenses from revenue
  deductions; interest expense reclassified to operating expenses
  from non-operating expenses

- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 10,691; 7,455 (nine months only)

* Total operating revenues: $201.4 million; $192.9 million

* Moody's-adjusted net revenue available for debt service: $21.2
  million; $20.9 million

* Total debt outstanding: $134.8 million; $135.8 million

* Maximum annual debt service (MADS): $18.8 million; $10.4 million
  (includes capital leases)

* MADS Coverage with reported investment income: 1.23 times; not
  applicable

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.26 times; 0.70 times

* Debt-to-cash flow: 13.01 times; 41.05 times

* Days cash on hand: 58 days; 50 days

* Cash-to-debt: 22%; 20%

* Operating margin: -1.3%; -5.8%

* Operating cash flow margin: 8.3%; 4.6%

RATED DEBT (as of April 30, 2011)

- Series 2005 bonds ($40.7 million outstanding), rated Ba1

- Series 1999 bonds ($62.1 million outstanding), rated Ba1

CONTACT

Obligor: Keith Barber, Chief Financial Officer, Tomball Regional
Hospital (281) 351-1623

LAST RATING ACTION

The last rating action with respect to Tomball Regional Hospital
was on April 6, 2010, when a municipal finance scale rating of
Baa3 was affirmed and the outlook was negative. That rating was
subsequently recalibrated to Baa3 on May 7, 2010. The rating was
placed on Watchlist for possible downgrade on January 14, 2011.

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


TOPS HOLDING: Incurs $2.08 Million Net Loss in April 23 Quarter
---------------------------------------------------------------
Tops Holding Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q a net loss
of $2.08 million on $717.26 million of net sales for the 16-weeks
ended April 23, 2011, compared with net income of $3.29 million on
$665.01 million of net sales for the 16-weeks ended April 24,
2010.

The Company's balance sheet at April 23, 2011, showed $683.28
million in total assets, $750.53 million in total liabilities and
a $67.25 million total shareholders' deficit.

Frank Curci, Tops' President and CEO, commented, "Our strong
results demonstrate the strength of our strategy to build our
franchise, succeed in our markets by understanding our customers
and create value with our sales and marketing approach.  We
believe we have been highly effective with the integration and
conversion of the Penn Traffic stores into our well-known Tops
brand, while our steady increase in the number of fuel stations
available to our customers and our relentless focus on upgrading
and redesigning our stores to keep them fresh and innovative are
contributing to our growth."

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

                        http://is.gd/xE2kii

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

The Company reported a net loss of $26.95 million on $2.25 billion
of net sales for the fiscal year ended Jan. 1, 2011, compared with
a net loss of $25.69 million on $1.69 billion of net sales during
the prior year.

                           *     *     *

According to the Troubled Company Reporter on Nov. 10, 2010,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Tops Holding Corp. to Caa1 from
B3, and downgraded the rating of its $350 million of secured bonds
to Caa1 from B3.  The rating outlook is stable.  This concluded
the review for possible downgrade started on August 10, 2010.


TRADE UNION: Hearing on Disclosure Statement Postponed to July 12
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, has continued to July 12, 2011, at 11:00 a.m.
the hearing on approval of Trade Union International, Inc., and
Duck House, Inc.'s disclosure statement describing the Debtors'
Chapter 11 Plan of Reorganization, as per stipulation between the
Debtors and Cathay Bank, the agent for the Bank Group consisting
of Cathay Bank and China Trust Bank.

As of the Petition Date, the Bank Group, owed approximately
$11.5 million, was the Debtors' largest secured creditor and
asserts a security interest over substantially all the assets of
the Debtors.

On April 15, 2011, the Debtors filed their Disclosure Statement.
The hearing on approval of the Disclosure Statement had been
originally scheduled for June 7, 2011, at 11:00 a.m.

                            Plan Terms

Pursuant to the Plan terms, Allowed Administrative Claims will be
paid in full on the Effective Date unless the holder of an Allowed
Administrative Claim agrees to a different treatment.

Allowed Priority Tax Claims will be paid in full within five years
of the Petition Date.

Allowed General Unsecured Claims are impaired under the Plan.
Depending on the Creditor's election for treatment, Allowed
General Unsecured Claims will be paid either (i) 20% of their
Allowed Claim within thirty days of the Effective Date, or
(ii) 50% of their Allowed Claim payable in annual installments of
10% each over a five year period from the Effective Date, with the
first 10% installment payment to be made within thirty days of the
Effective Date.

With respect to Debtors' obligations to the Bank Group,
$2.0 million will be paid on the Effective Date to reduce the
principal balance to $9.5 million.  Contingent on the sale of non-
Estate assets by the Changs or third party financing, a second
payment of $2.0 million will be paid at the end of the 2nd year
after the Effective Date.  If the sale of non-Estate assets or
separate financing by the Changs is not obtained, this payment
will not be made.

5.25% interest only payments will be made during years 1-2,
payable monthly, commencing on the first day of the first full
month following the Effective Date.  Thereafter, payments of
principal and interest will be made quarterly, based a 25 year
amortization schedule, with payments commencing at the end of
first quarter in year 3.  The Claim of the Bank Group will be paid
in full five years from the Effective Date.

The rights of Wei Pen Chang and Mei Lien Chang are not modified by
the Plan.  The Existing Stock will remain in effect.

The Debtors will make payments under the Plan primarily from
continued business operations.  Payments to the Bank Group and
other creditors may also be funded from the China Plant sale
transaction, the net benefit of which is expected to be
approximately 11.5 million RMB, and from sale of assets that are
not property of the Estates, some of which such property currently
serves as collateral under the Bank Group's Secured Claim.

The Cash in the Estate as of the Confirmation Date and the Cash
which will be obtained by the Estate after the Confirmation Date
will be distributed to Allowed Administrative Claims, Allowed
Priority Tax Claims, Allowed Secured Claims, and Allowed General
Unsecured Claims on account of their Allowed Claims amounts
pursuant to the provisions of the Plan.

A copy of the disclosure statement describing the Debtors'
Chapter 11 Reorganization Plan is available at:

            http://bankrupt.com/misc/tradeunion.DS.pdf

                        About Trade Union

Montclair, California-based Trade Union International Inc.
supplies aftermarket aluminum alloy wheels and wheel and truck
accessories.  It filed for Chapter 11 bankruptcy protection on
January 31, 2011 (Bankr. C.D. Calif. Case No. 11-13071).  James C.
Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, in Irvine,
Calif., serves as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $11,350,971 in assets and
$19,826,869 in liabilities.

Affiliate Duck House, Inc., a California corporation, filed a
separate Chapter 11 petition on January 27, 2011 (Bankr. C.D.
Calif. Case No. 11-13072).  Duck House, Inc., specializes is
designing products for sports enthusiasts.

Trade Union and Duck House are each owned one-half by Wen Pin
Chang and one-half by Mei Lien Chang.


TRAILS END: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Trails End Lodge, LLC
        2850 E. Skyline Dr., Suite 200
        Tucson, AZ 85718

Bankruptcy Case No.: 11-16190

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

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: $1,804,062

Scheduled Debts: $3,851,435

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-16190.pdf

The petition was signed by Michael J. Hanson.


TRICO MARINE: Gets Continued Cash Collateral Access Thru June 10
----------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware permits Trico Marine Services, et al.
continued access to its cash collateral, on an interim basis,
through June 10, 2011.

The Court is set to conduct a final hearing on June 10 on the
matter.

The Debtors are permitted to use the Cash Collateral solely to pay
expenses, including allowed fees and disbursement incurred by
bankruptcy professionals of the Debtors and the Creditors'
Committee, and fees for the U.S. Trustee, as set forth in a
prepared budget.  Payment on account of the U.S. Trustee's liens
and claims are subject and subordinate to payment of the Carve-
Out.

For any aggregate diminution in value of its interests in the Cash
Collateral, U.S. Bank, N.A., as indenture trustee for the 8.125%
Notes, is granted (1) senior liens on all unencumbered assets of
the Debtors, (2) junior liens on all encumbered assets of the
Debtors, and (3) an allowed superpriority administrative expense
claim senior to all other administrative claims.  The Debtors will
also pay reasonable and documented fees and expenses incurred by
the Indenture Trustee and its professionals in connection with the
Debtors' cases.

                       About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC serves as independent accountants and
tax advisors to the Debtors.

Trico's foreign subsidiaries were not included in the filing and
will not be subject to the requiremets of the U.S. Bankruptcy
Code.


TRICO MARINE: BoNY Settles Make-Whole Premium Claim for $512,000
----------------------------------------------------------------
The Bank of New York Mellon Trust Company, N.A., as indenture
trustee, is allowed an unsecured claim for $511,849 against Trico
Marine Services, et al., on account of the so-called "Make-Whole
Premium" in full and complete satisfaction of any right or claim
of the Indenture Trustee or the note holders.

The claim allowance has been approved by Judge Brendan L. Shannon
pursuant to a stipulation by the parties.

The stipulation further provides that the Indenture Trustee and
Trico Marine will execute an agreement dismissing with prejudice
the appeal to the Delaware bankruptcy court's April 15 order.

As previously reported by the Troubled Company Reporter, Judge
Shannon ruled on April 15, 2011, that the Indenture Trustee's
claim for the Make-Whole Premium is not covered by a guarantee
because it is not a claim for interest.  Given that the Make-Whole
Premium does not represent unmatured interest, the Indenture
Trustee's claim is therefore not subject to disallowance under 11
U.S.C. Sec. 502(b)(2).  With respect to the Make-Whole Premium,
the Indenture Trustee holds an allowable but unsecured claim, and
as such, is not entitled to full and immediate payment out of the
escrow maintained by the Maritime Administration or MARAD on
account of the claim outside the Debtors' plan of reorganization,
the judge held.

Upon dismissal of the Appeal with prejudice, the Make-Whole Order
will be final and the Indenture Trustee will be estopped from
bringing any claims or causes of action against MARAD for the
Make-Whole Claim.

                       About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC serves as independent accountants and
tax advisors to the Debtors.

Trico's foreign subsidiaries were not included in the filing and
will not be subject to the requiremets of the U.S. Bankruptcy
Code.


TRICO MARINE: Court OKs Ernst & Young to Prepare 2010 Tax Returns
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Trico Marine Services, Inc., et al., to expand the scope of the
employment of Ernst & Young LLP as tax advisors.

As reported in the Troubled Company Reporter on Oct. 1, 2010,
Ernst & Young will, among other things:

   -- prepare the 2009 income tax returns;

   -- provide Chapter 11 Bankruptcy tax assistance; and

   -- provide Income Tax Provision Services.

The expanded scope of Ernst & Young's task included:

   -- preparation of 2010 Income Tax Returns; and

   -- IRS audit assistance.

The lead E&Y LLP professional for this engagement is:

         John P. Hoffman
         1401 McKinney Street, Suite 1200
         Houston, TX 77010
         Tel: (713) 750-8230

The Debtor related that the services are necessary to the
fulfillment of their duties under applicable tax, accounting, and
securities regulations, as promulgated by the state and federal
taxing authorities and the SEC, respectively.

The hourly rates of E&Y LLP's personnel are:

         National Tax Executive Directors/
         Principals/Partners                       $640
         Principals/Partners                       $565
         Executive Directors                       $515
         Senior Managers                           $505
         Managers                                  $409
         Seniors                                   $331
         Staff                                     $109

To the best of the Debtors' knowledge, E&Y LLP is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-
12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRIUS THERAPEUTICS: Brian Atwood Discloses 13.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Brian G. Atwood and his affiliates disclosed
that they beneficially own 3,257,141 shares of common stock of
Trius Therapeutics, Inc., representing 13.8% of the shares
outstanding.  This percentage is calculated based upon 23,667,333
shares of common stock outstanding as of May 5, 2011, as set forth
in the Company's most recent 10-Q filed with the Securities and
Exchange Commissions on May 6, 2011.  A full-text copy of the
filing is available for free at http://is.gd/wXXyYl

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $41.16
million in total assets, $4.90 million in total liabilities, all
current, $238,000 in deferred revenue and $36.02 million in total
stockholders' equity.


UNIGENE LABORATORIES: Six Directors Elected at Annual Meeting
-------------------------------------------------------------
The 2011 Annual Meeting of Stockholders of Unigene Laboratories,
Inc., was held on June 2, 2011.  The Stockholders elected six
nominees to serve as directors, namely: Allen Bloom, Zvi Eiref,
Richard Levy, Marvin Miller, Ashleigh Palmer and Joel Tune.  Grant
Thornton LLP was ratified as the Company's independent auditors
for the Company's 2011 fiscal year.  The Company's stockholders
voted in favor of the advisory resolution approving the
compensation of the Company's named executive officers.  The
Company's stockholders voted in favor of conducting an advisory
vote on the compensation of the Company's named executive officers
once every three years.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed $23.49
million in total assets, $69.89 million in total liabilities and a
$46.40 million total stockholders' deficit.


UNITED CONTINENTAL: Designates 10-Q Exhibit as Confidential
-----------------------------------------------------------
United Continental Holdings, Inc., and Continental Airlines,
Inc., filed with the U.S. Securities and Exchange Commission a
joint application under Rule 24b-2 of the Securities Act, seeking
to exclude certain information from an exhibit to its Form 10-Q
dated April 21, 2011, disclosing financial results for the
quarter ended March 31, 2011.

United Continental and Continental insisted that the information
to be excluded qualifies as confidential commercial or financial
information under the Freedom of Information Act, Section
552(b)(4) of Title 5 of the U.S. Code.

Accordingly, Justin Dobbie, Esq., special counsel of the Division
of Corporation Finance, on May 4, 2010, held that excluded
information from Exhibit "10.1" of the Form 10-Q will not be
released to the public through November 30, 2011.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNITED CONTINENTAL: To Retire Flight Nos. 93 and 175
----------------------------------------------------
United Continental Holdings, Inc. will permanently retire flight
numbers 93 and 175, the destinations of the United flights
hijacked in the Sept. 11 terrorist attacks, after the numbers
reappeared on a computer reservation system, Justin Bachman of
Bloomberg News reports.

United Continental stated that the numbers were loaded
erroneously because of an oversight and were, thus, removed
permanently, according to the report.  United Continental added
that the numbers will not be used again, Bloomberg states.

"The flight numbers were inadvertently reinstated in our system,"
Rahsaan Johnson, a company spokesperson, explained in an e-mail,
Bloomberg relays.  "We have already taken steps to remove them
and apologize for the error."

Bloomberg discloses that numbers 93 and 175 were assigned to
flights operated by Continental that were going to carry United's
booking code, citing www.Airlineroute.net, which tracks schedule
date.

United Flight 93 crashed in a Pennsylvania field on Sept. 11,
2011, as passengers tried to retake the cockpit from hijackers
who seized the Boeing Co. 757 en route to San Francisco from
Newark, New Jersey, Bloomberg relates.  Flight 175 was crashed
into the World Trade Center's south tower on a flight to Los
Angeles from Boston.

             Unions React to United's Oversight

The Air Line Pilots Association and the Association of Flight
Attendants-CWA, AFL-CIO issued statements regarding United's
"inadvertent reinstatement" of United 93 and 175.

Capt. Wendy Morse of the United Master Executive Council of the
ALPA called the oversight "an absolute and blatant disrespect of
the pilots, crew and passengers who lost their lives on Sept.
11."  This "inadvertent reinstatement" of the flight numbers is
inexcusable and an apparent symptom of a much larger problem, the
pilots stated.  The pilots said it is clear United has serious
internal issues to address if it wants to make the merger with
Continental work.

The AFA-CWA advised United that using Flight Nos. 93 and 175 is
not an option and that these flight numbers should have been
permanently retired.  The union asks the airline "to respond
quickly out of respect for the flight attendants, pilots,
customer service agents and passengers who lost their lives on
those flights as well as all of the families, friends and
colleagues who still grieve the loss of our heroes."

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNITED CONTINENTAL: AFA Obtains Mediation Board OK for Election
---------------------------------------------------------------
The Association of Flight Attendants-CWA, AFL-CIO stated on
May 17, 2011, that the voting process begins for nearly 25,000
United, Continental and Continental Micronesia Flight Attendants
in an election to determine union representation.  Voting
instructions were mailed by the National Mediation Board (NMB)
and Flight Attendants at the new United Airlines are excited to
be unified in the AFA in just six weeks when the voting results
are announced on June 29, 2011, according to the public
statement.

"This is an exciting day for Flight Attendants at the new United
Airlines and throughout our Flight Attendant union," said Veda
Shook, AFA International President.  "Our union's first priority
is to unite all Flight Attendants.  Flight Attendants are
extraordinary people and our work is unique.  Our union is not
just the largest Flight Attendant union, we are respected for our
experience and expertise in all issues related to our work.
We've heard from Flight Attendants from across the new United -
'the same things that make us proud to be Flight Attendants make
us proud to vote for AFA.'"

"This is an historic moment in our careers," stated Greg
Davidowitch, AFA president at United Airlines.  "Flight
Attendants from United, Continental and Continental Micronesia
are happy that we will soon be together in a single energized
workforce.  AFA is uniquely positioned to advance the priorities
of Flight Attendants.  There is no conflict of interest and no
organizational or institutional agenda that competes for our
interest in representation.  United is evolving, and AFA is
excited to evolve along with it, representing today's Flight
Attendant and ensuring we actively participate in the process for
the benefit of Flight Attendants."

The representation election is not a vote for a contract.  All
three contracts currently in effect remain in place after the
election.  The best contract provisions of each contract -
United, Continental and Continental Micronesia - provide the
floor for negotiations on a single contract.  AFA negotiates
based on the priorities set by Flight Attendants through surveys,
meetings and direct member feedback to elected Flight Attendant
leaders.

"Sixty-six years ago the founders of our union organized what
would become AFA, the leading voice for Flight Attendants,"
stated Sara Nelson, AFA International Vice President.  "Those
brave women and the thousands who joined them fought against
discrimination and sexism, against low pay and horrific working
conditions; and they fought for greater safety and security for
both crewmembers and passengers.  All women and men with the
heart of a Flight Attendant may do our work and call our
profession a career.  AFA has taken us from 'sky girls' to safety
professionals and first responders.  Focused 100 percent on
Flight Attendants, our union has decades of experience and the
determination to represent today's Flight Attendant.  Together we
are the strong voice for our profession."

For over 65 years, the Association of Flight Attendants has been
the voice for Flight Attendants in the workplace, in the aviation
industry, in the media and on Capitol Hill.  Nearly 50,000 Flight
Attendants at 21 airlines come together to form AFA, the world's
largest Flight Attendant union.  AFA is part of the 700,000-
member strong Communications Workers of America (CWA), AFL-CIO.
Visit us at www.afacwa.org

              IAM Welcomes Single Carrier Ruling
                   for Ramp/Fleet Workers

The International Association of Machinists and Aerospace Workers
(IAM) welcomed the National Mediation Board (NMB) single carrier
ruling for the Ramp and Fleet Service classifications at the
recently combined United Airlines and Continental Airlines,
according to a public statement dated April 28, 2011.

"We are very pleased with the NMB decision," said IAM District
141 President and Directing General Chairman Rich Delaney.  "This
will allow Fleet/Ramp service employees to determine their future
and allow the IAM to continue to negotiate from a position of
even greater strength.  As airlines continue to consolidate for
their best interests it is equally important for airline
employees to consolidate into a single group.  This decision is
the first step."

The IAM has represented Ramp Service employees at United Airlines
since 1948, negotiating collective bargaining agreements that
repeatedly set compensation standards for the entire industry
while providing solid careers for generations of workers at
United.

The IAM has represented United's Ramp Service workers for more
than 60 years while Continental and Continental Micronesia's
Fleet Service workers are currently represented by another union.
The IAM is the largest airline union in North America.  More
information about the IAM campaign is available at
www.voteiam.com

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

                           *     *     *

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.


UNIVERSAL CITY: Moody's Places Ratings on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed Universal City Development
Partners, Ltd.'s (Universal Orlando) ratings on review for upgrade
following NBC Universal, Inc.'s (NBCU; Baa2, stable rating
outlook) decision to acquire the remaining 50% interest in the
company from its existing partner, Blackstone Capital Partners
(Blackstone) for approximately $1 billion. An upgrade of Universal
Orlando is likely with a potential to move much closer to the
rating level of NBCU, depending on what transpires with Universal
Orlando's debt.

On Review for Possible Upgrade:

   Issuer: Universal City Development Partners, Ltd.

   -- Corporate Family Rating, Placed on Review for Possible
      Upgrade, currently B1

   -- Probability of Default Rating, Placed on Review for Possible
      Upgrade, currently B1

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Upgrade, currently Ba2

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently B3

   -- Senior Subordinated Regular Bond/Debenture, Placed on Review
      for Possible Upgrade, currently B3

Outlook Actions:

   Issuer: Universal City Development Partners, Ltd.

   -- Outlook, Changed To Rating Under Review From Developing

RATING RATIONALE

In the review, Moody's will evaluate NBCU's plans with respect to
Universal Orlando's debt. The sale of Blackstone's 50% interest in
Universal Orlando to NBCU will not constitute a change of control
under Universal Orlando's credit facility or bond indentures.
Moody's believes NBCU will be motivated to retire the debt as its
cost of capital is lower. Universal Orlando's notes are redeemable
beginning in November 2012 at specified call prices and earlier at
make-whole premiums of at least 1%. If it opts to refinance
Universal Orlando's bonds, NBCU may wait until the call date to
avoid the more sizable make-whole premiums. Universal Orlando's
credit facility is pre-payable without penalty so a refinancing of
that debt in the near term is more likely. The rating agency will
also assess the effect of being wholly-owned by an investment-
grade rated strategic operator instead of 50%-owned by a private
equity firm.

Universal Orlando's ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of Universal Orlando's core industry and Universal
Orlando's ratings are believed to be comparable to those of other
issuers of similar credit risk.

Universal Orlando, headquartered in Orlando Florida, operates the
Universal Studios Florida and Universal Islands of Adventure theme
parks, and Universal CityWalk Orlando, a dining, retail and
entertainment complex. Universal Orlando is a 50-50 joint venture
of Blackstone and a wholly-owned subsidiary of Vivendi Universal
Entertainment LLLP (VUE; an affiliate of Universal Studios, which
is a subsidiary of NBCU). Revenue for the LTM ended March 2011 was
approximately $1.3 billion.


UNIVERSAL CITY: S&P Ups CCR to 'BB-' on NBCUniversal Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Universal
City Development Partners Ltd. (UCDP) by two notches, including
raising its corporate credit rating to 'BB-' from 'B'. "At the
same time, we placed all ratings on UCDP on CreditWatch with
positive implications," S&P said.

NBCUniversal announced it has entered into a definitive agreement
to buy out the remaining 50% share of UCDP for approximately
$1.025 billion from joint venture partner The Blackstone Group.
The transaction, expected to close July 1, will be financed with a
combination of cash on hand at NBCUniversal, a $400 million
intercompany loan from a Comcast entity, as well as additional
borrowings under NBCUniversal's revolving credit facility.

"Our upgrade of UCDP reflects strong trends in operating
performance, which we believe will continue at least through 2011
and result in UCDP's financial risk profile supporting the higher
ratings on a stand-alone basis," said Standard & Poor's credit
analyst Ariel Silverberg. "We revised our rating outlook on UCDP
to positive in November 2010, based on very strong preliminary
third-quarter results, and our expectation that performance would
likely continue to be strong in 2011 following the opening of The
Wizarding World of Harry Potter attraction in June 2010. Despite
continued strength through the first quarter of 2011, we believed
that limited clarity around NBCUniversal's intention to exercise
its right of first refusal once Blackstone triggered its right to
sell its ownership in UCDP created a degree of uncertainty around
the future ownership and capital structure sufficient to preclude
rating upside. NBCUniversal's announced intention to purchase
Blackstone's interest in UCDP, and to fund the purchase at the
NBCUniversal level, provide sufficient clarity to support the 'BB-
' corporate credit rating."

As of March 31, 2011, operating lease-adjusted leverage, when
adjusting debt to incorporate the upper end of management's range
of estimates for the "Alternative Payment" under the company's
consulting agreement with Steven Spielberg, was below 4x.
"Furthermore, based on our current long-term forecast, and
incorporating a moderate decline in demand as the initial
excitement around The Wizarding World of Harry Potter attraction
subsides, we anticipate leverage under the existing capital
structure will track below 4x or better," S&P noted.

According to S&P, "The CreditWatch listing reflects the potential
for further rating upside once we have greater clarity around the
intended capital structure at UCDP upon close of the transaction
and have assessed the extent to which we believe NBCUniversal
would support a wholly owned UCDP. We expect to further discuss
these issues with Comcast (the majority owner of NBCUniversal) and
resolve the CreditWatch within the next several weeks."


URBAN BRANDS: Has Until June 20 to Propose Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Urban Brands, Inc., now known as UBI Liquidating Corp., et al.'s
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan until June 20, 2011, and Aug. 19, respectively.

The Debtors related that they need to complete the purchase price
reconciliation before they can finalize the financial projections
necessary for prosecution of a disclosure statement and plan of
reorganization.

The Debtors related that after the closing of the sale, they have
focused their efforts on reconciling claims filed in the cases and
conducting a reconciliation of the purchase price and other post-
closing obligations, pursuant to the purchase agreement with New
Ashley Stewart LLC, the successful bidder for the Debtors' assets.

                         About Urban Brands

Urban Brands, Inc., operated as a women's specialty retailer.  It
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-13005) on September 21, 2010.  The Company estimated assets of
$10 million to $50 million and debts of $100 million to
$500 million in its Chapter 11 petition.  Chun I Jang, Esq., Mark
D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton
Finger, P.A., in Wilmington, Delaware, serve as counsel to the
Debtors.  BMC Group, Inc., is the claims and notice agent.  The
DIP Lender is represented by Donald E. Rothman, Esq., at Riemer &
Braunstein LLP.

As reported by the Troubled Company Reporter on October 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor


URBAN BRANDS: Taps BDO USA to Provide Tax Consulting Services
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Urban Brands, Inc., now known as UBI Liquidating Corp., et al., to
employ BDO USA, LLP to provide tax consulting services, including
the preparation of federal, state, city and Virgin Islands tax
returns, extensions and estimates for the Debtors.

BDO USA's compensation includes:

   -- a base fee of $115,600 for all FYE Jan. 29, 2011, tax
      preparation; and

   -- a base fee of $45,000 for FYE Jan. 28, 2012, tax preparation
      services.

To the best of the Debtors' knowledge, BDO USA is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Urban Brands

Urban Brands, Inc., operated as a women's specialty retailer.  It
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-13005) on September 21, 2010.  The Company estimated assets of
$10 million to $50 million and debts of $100 million to
$500 million in its Chapter 11 petition.  Chun I Jang, Esq., Mark
D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton
Finger, P.A., in Wilmington, Delaware, serve as counsel to the
Debtors.  BMC Group, Inc., is the claims and notice agent.  The
DIP Lender is represented by Donald E. Rothman, Esq., at Riemer &
Braunstein LLP.

As reported by the Troubled Company Reporter on October 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor


URBAN WEST: SP4 Rincon Wants Stay Lifted to Wind Up Non-debtor LP
-----------------------------------------------------------------
SP4 Rincon II Partner, LP, asks the U.S. Bankruptcy Court for the
Northern District of California, San Francisco Division, to lift
the automatic stay in the Chapter 11 cases of Urban West Rincon
Developers II, LLC, and Rincon Developers Phase II, LLC, to allow
it to effectuate the winding up of the non-debtor limited
partnership One Rincon Hill Phase II, LP.

"One Rincon Hill" is a residential condominium complex in the
Rincon Hill neighborhood of San Francisco.  As originally
conceived, the complex consists of two condominium towers that
would share a common townhouse podium.  Urban West Rincon
Developers, LLC, a non-debtor affiliated entity of the Debtors,
owns the condominium tower known as the South Tower and additional
townhome units located in the podium structure connected to the
South Tower, which was completed in late 2008.  The Partnership
was formed to develop the second phase of One Rincon Hill, known
as the North Tower.

Debtor Urban West Rincon Developers II, LLC, is an entity whose
sole business is to own a limited partnership interest in the
Partnership.  LP Debtor currently owns a 75.1% limited partnership
interest in the Partnership.

Debtor Rincon Developers Phase II LLC, is an entity whose sole
business is to own a 0.1% general partnership interest in the
Partnership.  The limited partnership interests in the Partnership
not owned by the Debtors (24.8%) are owned by SP4 Partner.

The Partnership's assets are related to the Project: (a) a fee
interest in the undeveloped parcel of real property located at 401
Harrison Street, San Francisco, California; (b) a 33% undivided
interest in the common area shared by the Master Unit with Phase I
Owner; and (c) certain easements.

In December 2007, the Debtors and SP Rincon II, LLC, the
predecessor in interest to SP4 Partner, entered into the
Partnership Agreement.  The Partnership Agreement is governed by
the Delaware Revised Uniform Limited Partnership Act.  The
Partnership Agreement reflects that the Partnership was created
specifically and solely to develop the second phase of the "One
Rincon" luxury condominium project.

The Partnership Agreement includes several terms assuring that the
development of Phase II of the Project would continue to be
controlled by Michael Kroziere, the developer of Phase I.  For
example, the Debtors may transfer their interests in the
Partnership over SP4 Partner's objection only if Mr. Kriozere owns
an interest in the transferee and has "the right and power to
direct the day to day management and business decisions" of the
transferee.  SP4 Partner, in contrast, may freely transfer its
interest in its sole discretion.  The Partnership Agreement also
precludes the admission of any new partner without SP4 Partner's
consent, and requires SP4 Partner's consent to any change in the
limited liability company operating agreements of the Debtors.

The Partnership Agreement provides for the immediate dissolution
of the Partnership at SP4 Partner's option if either GP Debtor or
LP Debtor files a voluntary petition in bankruptcy.  The
dissolution, according to Bennett G. Young, Esq., at Dewey &
LeBoeuf LLP, in San Francisco, California, is effective as of the
date the case is commenced by SP4 Partner's written election
within 60 days thereof, with no opportunity to cure.  SP4 Partner
becomes the "Liquidating Partner" in that event, and is entitled
to sell the Partnership's assets, pay the Partnership's creditors,
and distribute any surplus to itself and the other partners.9

Mr. Young points out that, under Section 362(d)(1) of the
Bankruptcy Code, relief from the automatic stay will be granted at
the request of a party in interest "for cause, including the lack
of adequate protection of an interest in property of such party in
the interest."  He asserts that cause under Section 362(d)(1) is
shown because the Debtors may not assume the Partnership Agreement
under Section 365(c)(1) of the Bankruptcy Code, and because SP4
Partner's right to wind up the Partnership in the event of GP
Debtor's bankruptcy is an enforceable ipso facto clause of the
Partnership Agreement.

A final hearing on the Motion is scheduled for July 25, 2011, at
09:30 a.m.

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 11-30924) on March 9, 2011.  Heinz Binder, Esq.,
and Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.


US SILICA: Moody's Assigns 'B1' Rating to Sr. Secured Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned B1 rating to U.S. Silica
Company, Inc.'s amended and restated senior secured term loan
facility, affirmed its B2 probability of default rating, and
upgraded the company's corporate family rating to B1 from B2.

The rating outlook is stable.

The senior secured term loan facility has been amended and upsized
to $260 million from $165 million, and the maturity has been
extended to March 2017 from March 2016. The proceeds of the
amended term loan facility will be used to retire the existing $75
million mezzanine debt, fund a $25 million cash dividend to the
holding company, and pay transaction fees and expenses.

The upgrade of the CFR to B1 from B2 reflects the improved
operating performance and credit metrics of the company, resulting
from improved demand and conditions in the majority of its end
markets. The company's adjusted EBIT margins improved from 12% in
2008, to 18% in 2009, and to 20% in 2010, while debt-to-EBITDA
leverage declined from 4.8x in 2008 to 4.1x in 2010. The rating
change also reflects the modification of the company's capital
structure such that it relies solely on senior secured bank-debt.

RATINGS RATIONALE

U.S. Silica's B1 CFR reflects its limited size and reliance on a
single commodity-priced product, moderately high pro-forma
leverage (of about 4.2x at March 31, 2010, including Moody's
standard adjustments), relatively weak interest coverage, regional
concentration in the southern and eastern United States, exposure
to cyclical end markets, including glass production, building
products, oil & gas, and chemicals, and limited free cash flow
relative to outstanding debt. Moody's views the company's pro
forma debt level of $260 million as relatively high for a company
of its size and dependence on a single commodity product.

The rating is supported by U.S. Silica's improved operating
performance reflected in its growing EBIT margins. Positive
factors supporting the rating also include the company's position
as the second-largest producer of industrial silica in the United
States, with solid regional positions, extensive proven and
probable reserves estimated at over 20 years at current production
levels, strategically located quarries and production facilities,
manageable maintenance capital spending requirements, and long-
standing customer relationships.

U.S. Silica maintains sufficient liquidity given its scale and
cash needs. At March 31, 2011, the company had approximately $20
million available under its ABL credit facility and $25 million of
cash. In Moody's view, U.S. Silica is likely to be in compliance
with the financial covenants in its term loan agreement and ABL
agreement over the next 18 months. Moody's expects the company to
generate positive operating cash flow in 2011, but expect its free
cash flow to be constrained by the increased level of capital
expenditures targeted toward growth initiatives.

The stable outlook presumes that the company will begin generating
free cash flow as capital expenditures decline to more normalized
levels in 2012 and will apply free cash flow towards gradually
amortizing the term debt, and that demand in the majority of its
end markets will continue to improve amid a generally firm pricing
environment.

The ratings are unlikely to be upgraded further until the company
builds greater scale and diversity, while also demonstrating
conservative financial policies, and improving adjusted debt-to-
EBITDA to below 3.0x and EBIT-to-interest to above 3.0x on a
sustainable basis.

The ratings would be considered for downgrade in the event that
the company's adjusted debt-to-EBITDA leverage exceeded 5.0x,
liquidity were to appreciably tighten, or the business faced an
unexpectedly sharp decline in pricing or volume, or dividend
policies became more aggressive.

The principal methodology used in rating U.S. Silica was the
Global Building Materials Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Based in Frederick, Maryland, U.S. Silica operates 13 silica
mining and processing facilities and is the second-largest
producer of industrial silica sand in North America. Its end
markets include glass, building products, fillers, chemicals, and
oil and gas drilling. The company holds over 255 million metric
tons of reserves throughout the mid-Atlantic and Midwest.


VICTOR VALLEY: Amends Plan to Address U.S. Trustee Objections
-------------------------------------------------------------
Victor Valley Community Hospital, a California corporation, filed
a second amended liquidating plan of reorganization on May 10,
2011, with the U.S. Bankruptcy Court for the Central District of
California, Riverside Division, to address objections raised by
Peter C. Anderson, the U.S. Trustee for Region 16, and National
Fire & Marine Insurance Company.

The U.S. Trustee and NFMIC complained that creditors and parties-
in-interest cannot make an informed judgment on the liquidating
plan because no disclosure statement explaining the Plan was
filed.

The U.S. Trustee asserts that, in the absence of a disclosure
statement, the Proponents should discuss the Plan's treatment
of patients who suffer medical malpractice injuries after the
Petition Date but prior to the Transfer Date.  The U.S. Trustee
also complains that the Plan is unclear whether the injunction
will also restrict the rights of future latent medical malpractice
claimants to recover from the Debtor or the Liquidating Trust.
The Proponents should discuss the remedies available to these
potential administrative claimants and if no remedies are
available, whether any pre- or postpetition claims would be
assumed by the purchaser of the Debtor's asserts and whether
insurance coverage is available should any claims be made.

NFMIC, who filed a claim based on certain insurance policies that
it issued to the Debtor, complains that the failure to file a
disclosure statement is prejudicial to NFMIC because of the Plan's
incomplete discussion regarding the treatment of claims, including
contingent claims filed by NFMIC.

In the Second Amended Plan, the Debtor tells the Court that
although the Claims in Classes 1b, 1c and 4 are Impaired under the
terms of the Plan, the three Holders of the Claims in the Impaired
Classes, two of which are co-Proponents of the Plan, have agreed
to the treatment of their Class 1b and 1c Claims and to the
subordination and treatment of their Class 4 Claims, and have
waived rights to receive a disclosure statement pursuant to
Section 1125 of the Bankruptcy Code.

The Plan is proposed by the Debtor; the Official Committee of
Unsecured Creditors; Physicians Hospital Management, LLC, a
secured claim holder under Class 1b; and Corwin Health Group,
Inc., a secured claim holder under Class 1c.

Samuel R. Maizel, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, maintains that confirmation of the Plan
is preferable to any other alternative because the Plan will
provide Holders of Allowed Claims with the maximum recovery.  All
Classes, except Classes 1b, 1c and 4, are deemed to have accepted
the Plan, pursuant to Section 1126(f).

Mr. Maizel, in response to the U.S. Trustee and NFMIC's assertion
for the filing of a disclosure statement, asserts that all Holders
of Claims will be served a copy of the Plan, the Motion for Order
Confirming the Plan and Ballots.  If Classes 1b, 1c and 4 vote to
accept the Plan and timely return the Ballots, the Debtor asks
confirmation of the Plan under Sections 1124 and 1129 of the
Bankruptcy Code, without the need for a disclosure statement.

Aside from including an assertion that the filing of a disclosure
statement, the Debtor, in the Second Amended Plan, also laid out
the treatment of priority tax claims.  Each holder of an Allowed
Priority Tax Claim will receive deferred Cash payments over a
period not exceeding five years from the date of assessment of
that Claim.  Payments will be made in equal, quarterly
installments and each installment will include simple interest
accrued on the unpaid portion of that Claim at the Judgment Rate
per annum from and after the Effective Date.  The Liquidating
Debtor and the Liquidating Trustee reserve the right to pay any
Allowed Priority Tax Claim, or any remaining balance of the
Allowed Claim, in full, at any time on or after the Effective Date
or the Transfer Date, respectively, without premium or penalty.
Notwithstanding the forgoing, any Allowed Priority Tax Claims that
were secured by property of the Debtor prior to the Closing of the
Sale will be paid in full on the Effective Date.

Also, under the Second Amended Plan, Centers for Medicare and
Medicaid Services, a component agency of the U.S. Department of
Health and Human Services, will be paid $4.5 million of its $6.4
million cure claim.

A full-text copy of the Second Amended Plan is available for free
at http://ResearchArchives.com/t/s?762e

A redlined version of the Second Amended Plan is available for
free at http://ResearchArchives.com/t/s?762f

              About Victor Valley Community Hospital

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on Sept. 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million.  Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtor as counsel.


VICTOR VALLEY: Court Approves Amended Asset Sale Agreement
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, approved the amendment to the asset sale
agreement between Victor Valley Community Hospital and Victor
Valley Hospital Real Estate, LLC, and Victor Valley Hospital
Acquisition, Inc.

In connection with its approval of the Sale, the Attorney
General for the State of California set forth in a letter to
Debtor's counsel dated December 29, 2010 certain conditions that
both the Debtor and the Purchasers had to meet in order
for the Attorney General to approve the Sale.  As written and
required by the AG, the AG Conditions represented significant and
unanticipated costs to the proposed transaction to be borne by the
Purchasers.  The AG Conditions put at risk the closing of the Sale
and the termination of the Asset Sale Agreement.

As a result of the imposition of these conditions with respect to
the Sale, the Debtor, the Purchasers and the Official Committee of
Unsecured Creditors, along with their respective counsel and
advisors, engaged in significant and extensive negotiations in an
attempt to resolve these conditions in order to allow the Sale to
go forward and to avoid the need to terminate the Asset Sale
Agreement.

These negotiations have also at times involved attorneys from the
office of the AG.  The culmination of the negotiations was an
amendment to the Asset Sale Agreement.  The Board of the Directors
of the Debtor has approved the Amendment and the Amendment
Documents as being in the best interests of the Debtor and its
estate.  The AG has also approved the Amendment and the Amendment
Documents subject to certain conditions being met.

A redlined version of the Amended Sale Agreement, dated May 10,
2011, is available for free at:

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

              About Victor Valley Community Hospital

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on Sept. 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million.  Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtor as counsel.


VISION FOR SOULS: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vision For Souls Outreach Center Church, Inc.
          dba Vision For Souls Family Worship Center
        P.O. Box 852
        Mableton, GA 30126

Bankruptcy Case No.: 11-66829

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.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 nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-66829.pdf

The petition was signed by Keith Young, Sr., CEO.


VITRO SAB: Committee Taps Blackstone as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Vitro Asset
Corp., et al., seeks the Bankruptcy Court's permission to retain
Blackstone Advisory Partners L.P. as financial advisor, nunc pro
tunc to April 26, 2011.

As the Committee's financial advisor, Blackstone will:

   a) assist in the evaluation of the Debtors' businesses
      and prospects;

   b) assist in the evaluation of the Debtors' long-term
      business plan and related financial projections;

   c) assist in the development of financial data and
      presentations to the Committee;

   d) analyze the Debtors' financial liquidity and evaluate
      alternatives to improve such liquidity, including
      alternative DIP financings;

   e) analyze various restructuring scenarios and the
      potential impact of these scenarios on the recoveries
      of the unsecured creditors of the Debtors;

   f) evaluate the Debtors' debt capacity and alternative
      capital structures;

   g) participate in negotiations among the Committee, the
      Debtors and its other creditors, suppliers, lessors
      and other interested parties;

   h) value consideration offered by the Debtors to the
      Unsecured Creditors in connection with any restructuring
      of the Debtors' businesses;

   i) assist in the evaluation of the asset sale processes,
      including the identification of potential buyers;

   j) assist in evaluating the terms, conditions and impact
      of any proposed asset sale transactions;

   k) provide expert witness testimony concerning any of the
      subjects encompassed by the other financial advisory
      services; and

   l) provide such other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a restructuring, as requested and mutually agreed.

The Debtor has agreed to pay Blackstone in accordance with this
fee structure:

   1. A monthly advisory fee of $125,000 in cash, paid in
      accordance with the order approving the Application
      and Engagement Letter and any other order entered by
      the Court approving interim compensation of professionals.
      Fifty percent of all Monthly Fees beginning with the
      seventh Monthly Fee payment shall be credited against
      the Restructuring Fee;

   2. An additional fee equal to $2,500,000 payable upon
      consummation of a restructuring.  A restructuring
      will be deemed to have been consummated upon the
      execution, confirmation and consummation of a Plan
      of Reorganization pursuant to an order of the
      Bankruptcy Court, in the case of an in-court
      restructuring.

   3. Reimbursement of all reasonable out-of-pocket expenses.
      incurred during the engagement.

Michael Genereux, a senior managing director of Blackstone
Advisory Partners L.P., assures the Court that the firm is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


VORNADO REALTY: Fitch Affirms Preferred Stock Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) and
security level ratings of Vornado Realty Trust (NYSE: VNO) and its
subsidiary Vornado Realty, L.P. (together, Vornado):

Vornado Realty Trust

   -- IDR at 'BBB';

   -- Perpetual preferred stock at 'BB+'.

Vornado Realty, L.P.

   -- IDR at 'BBB';

   -- Unsecured revolving credit facilities at 'BBB';

   -- Senior unsecured notes at 'BBB';

   -- Convertible senior unsecured notes at 'BBB';

   -- Exchangeable senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

The rating affirmations are supported by a large investment
portfolio of high quality assets, solid leasing profile, good
financial flexibility including a large unencumbered asset pool
with strong coverage of unsecured debt, solid fixed charge
coverage ratios, and manageable leverage.

Vornado maintains sizable portfolios of properties in the New York
and Washington D.C. areas, which have exhibited better
supply/demand fundamentals during the current cycle than many
other U.S. metropolitan areas. Investment activity in these
markets has remained strong during the past two years, providing
contingent liquidity to the company.

Vornado's portfolio is well-leased, with long average remaining
lease terms. As of March 31, 2011, the top 20 tenants represented
only 22.5% of total annualized rent. Only one tenant, the U.S.
Government (7.8%), represented more than 2% of the company's 2011
annualized rental revenue. The company's roster of top 20 tenants
also includes many corporate tenants with solid credit profiles.
The company's largest business units also have manageable lease
expiration schedules, with fewer than 15% of annualized escalated
rents coming due in any particular year.

Vornado has continued to post solid financial results. On a cash
basis comparison of Q1 2011 relative to Q1 2010, same store EBITDA
increased 10.7% in the company's Washington D.C./Northern Virginia
office portfolio, 6.9% in the retail portfolio, and 9.6% in the
Merchandise Mart portfolio. Cash same store EBITDA decreased 0.7%
in the New York office portfolio over the same timeframe. At March
31, 2011, same store occupancy was 95.7% in the New York office
portfolio, 92.5% in the Washington D.C. area office portfolio,
92.4% in the retail portfolio, and 92.8% in the Merchandise Mart
portfolio.

Vornado maintains financial flexibility with a large unencumbered
pool of assets across its business units that have strong coverage
of unsecured debt. Applying a stressed 8% capitalization rate to
Vornado's 1Q 2011 unencumbered property NOI, unencumbered asset
coverage of net unsecured debt was 5.1x.

Additionally, the company's ratios related to the financial
covenants under its unsecured credit facilities and unsecured bond
indentures do not hinder the company's financial flexibility.

Fitch calculated that for the period from April 1, 2011 to Dec.
31, 2012, Vornado's sources of liquidity (unrestricted cash,
availability under Vornado's unsecured revolving credit facilities
and projected retained cash flows after dividends and
distributions) divided by uses of liquidity (consolidated and pro
rata JV debt maturities, expected development/redevelopment, and
recurring capital expenditures) result in a liquidity coverage
ratio of only 0.6 times (x), assuming Vornado's unsecured credit
facilities are reduced by one-third. However, liquidity coverage
would be 1.2x if 90% of upcoming secured debt is refinanced.

Vornado has demonstrated good access to the equity, secured and
unsecured debt markets, mitigating to a large degree refinance
risk. The company has a manageable debt maturity schedule, with no
more than 16% of consolidated debt maturities coming due in any
given year.

For the twelve months ended March 31, 2011, Fitch calculated that
Vornado's fixed charge coverage (calculated as recurring operating
EBITDA less straight line rents less recurring capitalized
expenditures divided by total interest incurred plus preferred
stock dividends) was 2.0x, up from 2.1x for the year ended Dec.
31, 2010 and 1.6x for the year ended Dec. 31, 2009. This coverage
is appropriate for the 'BBB' IDR.

Leverage remained appropriate for the 'BBB' IDR, as net debt to
recurring operating EBITDA was 6.9x at March 31, 2011, down from
6.8x at Dec. 31, 2010 and 7.0x at Dec. 31, 2009.

Fitch's primary credit concerns relate to the geographic
concentration inherent in the portfolio and the inherent
uncertainty surrounding Vornado's opportunistic investment
strategy.

Approximately 90% of the company's EBITDA (excluding the company's
share of Toys 'R' Us) for the first three months of 2011 was
generated by its properties in the New York and Washington D.C.
metropolitan areas. Although these regions are large and are
currently among the healthiest in the U.S., with strong investor
and lender interest that provides contingent liquidity to the
company, the concentration makes the company more susceptible to
regional economic downturns.

The two-notch difference between Vornado's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BBB.' Based on the criteria report,
'Equity Credit for Hybrids & Other Capital Securities,' Vornado'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.

The Stable Outlook reflects Fitch's expectations that fixed charge
coverage will remain at approximately 2.0x and leverage will
remain in the 6.0x to 7.0x range over the next 12-24 months. This
assumes cash same store EBITDA growth of 1.5% in 2011 and 2.5% in
2011.

Fitch cites these factors as possibly resulting in positive
momentum on the ratings and/or Outlook:

   -- Fitch-defined fixed charge coverage sustaining above 2.7x
      (fixed charge coverage ratio was 2.0x as of March 31, 2011);

   -- Net debt to recurring operating EBITDA sustaining below 5.5x
      (leverage was 6.9x as of March 31, 2011).

Conversely, these factors may result in negative momentum on the
ratings and/or outlook:

   -- Fixed charge coverage sustaining below 1.8x;

   -- Net debt to recurring operating EBITDA sustaining above
      7.5x;

   -- A sustained liquidity coverage ratio of below 1.0x.

A fully integrated Real Estate Investment Trust based in New York
City, Vornado Realty Trust is one of the largest owners and
managers of real estate in the U.S. As of March 31, 2011, the
company owned and managed over 100 million square feet of space in
its main business platforms.


WASHINGTON DISPOSAL: Court Wants Plan Outline Revised
-----------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed Washington Disposal
Services, LLC, to amend the disclosure statement explaining its
bankruptcy exit plan.  On May 25, 2011, the Debtor a Combined Plan
and Disclosure Statement.  Judge Tucker said he cannot yet grant
preliminary approval of the disclosure statement, citing a list of
problems that the Debtor must correct.  The amended combined plan
and disclosure statement were due to be filed June 3.  A copy of
the Court's May 31, 2011 Order is available at http://is.gd/PbNEnl
from Leagle.com.

Washington Disposal Services, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Mich. Case No. 11-41820) on Jan. 25, 2011, listing
under
$1 million in both assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/mieb11-41820.pdf


WECK CORP: Disclosure Statement Hearing Set for June 29
-------------------------------------------------------
The Weck Corporation and its debtor affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a First
Amended Plan of Liquidation and an accompanying disclosure
statement to attach the Debtors' statement of receipts and
disbursements.

Hearing on the approval of the Disclosure Statement will be held
on June 29, 2011, at 09:30 a.m.  Objections are due by June 22.

A full-text copy of the First Amended Plan, dated May 23, 2011, is
available for free at http://ResearchArchives.com/t/s?7631

                      About The Weck Corporation

The Weck Corporation filed for Chapter 11 bankruptcy protection on
August 13, 2010 (Bankr. S.D.N.Y. Case No. 10-14349).  Mark T.
Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.

Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353),
Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and
West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate
Chapter 11 petitions on August 13, 2010.


WECK CORP: Resolves Sale-related Disputes with American Flagship
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation resolving the disputes between The Weck
Corporation and its debtor affiliates and American Flagship Retail
Fund LLC.

The stipulation resolves working capital adjustment calculation,
asset allocation and office license issues under the asset
purchase agreement between the Debtors and American Flagship.

                      About The Weck Corporation

The Weck Corporation filed for Chapter 11 bankruptcy protection on
August 13, 2010 (Bankr. S.D.N.Y. Case No. 10-14349).  Mark T.
Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.

Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353),
Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and
West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate
Chapter 11 petitions on August 13, 2010.


WESTERN DAIRY: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada dismissed the
Chapter 11 case of Western Dairy Specialties, LLC.

August B. Landis, acting U.S. Trustee asked that the Court dismiss
or convert the Debtor's case to one under Chapter 7 of the
Bankruptcy Code.

The U.S. Trustee is represented by:

         William B. Cossitt, Esq.
         Office Of The United States Trustee
         300 Booth Street, Room 3009
         Reno NV 89509
         Tel: (775) 784-5335
         Fax: (775) 784-5531
         E-mail: USTPRegion17.RE.ECF@usdoj.gov

                About Western Dairy Specialties, LLC

Reno, Nevada-based Western Dairy Specialties, LLC, filed for
Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D.
Nev. Case No. 10-50307).  Sallie B. Armstrong, Esq., who has an
office in Reno, Nevada, assisted the Company in its restructuring
effort.  In its schedules, the Debtor has total assets of
$26,245,940 and total liabilities of $30,711,185.

Sara L. Kistler, the U.S. Trustee for Region 17, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 case of Western Dairy Specialties, LLC.


WHITNEY HOLDING: Fitch Withdraws 'BB+' Preferred Stock Rating
-------------------------------------------------------------
With the closing of Hancock Holding Company's (HBHC) purchase of
Whitney Holding Corp (WTNY) on June 4, 2011, Fitch Ratings has
revised the Rating Watch on Whitney Bank (previously Whitney
National Bank) to Positive from Evolving. Concurrent with this
action, Fitch has withdrawn the ratings of Whitney Holding
Corporation following the closing of the transaction and the
retirement of WTNY's $300 million of preferred shares issued to
the U.S. Treasury as the entity will no longer exist.

The combined entity named HBHC is expected to have $20 billion in
assets, $16 billion in deposits, and $12 billion of loans with
operations spanning five contiguous states bordering the Gulf of
Mexico. In support of facilitating the close of this transaction,
HBHC raised $200 million of common equity in March of 2011. As
such, HBHC expects to have a pro forma Tier 1 ratio of 11.1%, and
a tangible common equity ratio of 8.2% with the closing of the
transaction.

In revising the Rating Watch to Positive from Evolving, it is
Fitch's opinion that the combined entity would result in long and
short-term IDR ratings that are no lower than Whitney Bank's
current IDRs of 'BBB/F2' and could be as high as 'A-/F1'. Fitch
will update its ratings for Whitney Bank and the combined entity
following a comprehensive review of HBHC.

Throughout the last few years, including the recent economic
downturn, HBHC has remained profitable in each quarter and has
continued to improve capital ratios. Furthermore, HBHC's credit
quality has been reasonably good with both non-performing assets
(NPAs) and net charge-offs (NCOs) below many peer comparisons,
which is notable given some of the economic weakness in some areas
of the Southeast region over the last few years.

Alternatively, WTNY's results have been more challenged given its
elevated problem assets, particularly within its Florida market.
As such, HBHC is taking a $447 million, or 6%, credit mark against
Whitney's loan portfolio (excluding loans held for sale) at close
of the transaction. In addition, WTNY took an additional $16.1
million of charge-offs against its loan portfolio in the first
quarter of 2011. However, Fitch notes that HBHC's credit mark on
WTNY's loan portfolio appears slightly more aggressive than credit
marks in other transactions that Fitch has observed over the last
year.

Fitch does note that HBHC expects to realize some cost savings
from this transaction after taking a $210 million restructuring
charge. Specifically, HBHC expects to realize $134 million of cost
savings, the bulk of which are from lower compensation and
benefits expense of the combined institution, and HBHC expects
that 80% of the total cost savings will be realized in 2012, with
100% realized thereafter. In addition, while not assumed in pro
forma financial projections, HBHC does expect there to be some
opportunity for cross-selling in areas such private banking, trust
services, and cash management products. The combined entity's loan
portfolio will be more balanced given HBHC's consumer focused loan
book and WTNY's commercially-oriented portfolio. Specifically, the
combined loan portfolio will have a slightly higher percentage of
C&I loans, with relatively unchanged CRE exposure, and modestly
lower consumer exposure.

HBHC as a combined entity is a $20 billion holding company based
in Gulfport, Miss., with branches in Alabama, Florida, Louisiana,
Mississippi, and Texas.

Fitch has revised the Rating Watch on these ratings to Positive
from Evolving:

Whitney Bank

   -- Long term IDR 'BBB';

   -- Long-term deposits 'BBB+';

   -- Short-term IDR 'F2';

   -- Short-term Deposits 'F2';

   -- Subordinated debt 'BBB-';

   -- Individual 'C'.

Fitch has affirmed these ratings:

Whitney Bank

   -- Support at '5'

   -- Support Floor at 'NF'

Fitch has withdrawn these ratings:

Whitney Holding Corporation

   -- Long term IDR 'BBB';

   -- Short-term IDR 'F2';

   -- Individual at C';

   -- Preferred stock at BB+';

   -- Support at '5';

   -- Support Floor at 'NF'.


WIRECO WORLDGROUP: Moody's Upgrades CFR to B1; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded WireCo WorldGroup Inc.'s
Corporate Family Rating to B1 from B2 and its Probability of
Default Rating to B1 from B2. In a related rating action Moody's
upgraded the senior secured term loan to Ba1 from Ba3, assigned a
Ba1 rating to the company's proposed EUR40.0 million asset-based
senior secured revolving credit facility due 2016, and upgraded
the company's senior unsecured notes due 2017 to B2 from B3. The
Notes due 2017 are being increased to $425 million from $275
million. Proceeds from the $150.0 million "add-on" will be used to
repay approximately $150 million of WireCo's senior secured term
loan due 2014. Additionally, Moody's improved the company's
speculative grade liquidity rating to SGL-2 from SGL-3. The rating
outlook is stable.

This rating actions were taken:

   -- Corporate Family Rating upgraded to B1 from B2;

   -- Probability of Default Rating upgraded to B1 from B2;

   -- $83 million Senior Secured Term Loan due 2014 upgraded to
      Ba1 (LGD2, 14%) from Ba3 (LGD2, 25%);

EUR40.0 million asset-based Senior Secured Revolving Credit
Facility due 2016 assigned Ba1 (LGD2, 14%); and

$425 million Senior Unsecured Notes due 2017 upgraded to B2 (LGD4,
69%) from B3 (LGD5, 77%).

Speculative Grade Liquidity is upgraded to SGL-2 from SGL-3.

RATINGS RATIONALE

The upgrade in WireCo's Corporate Family Rating to B1 from B2
incorporates Moody's expectations that the company will benefit
from continued growth in its primary end markets. Moody's expects
the oil and gas end markets to remain strong with higher rig
counts in North America and additional international sales. The
number of rigs actively exploring oil or natural gas in North
America is at its highest point since late 2008. Additionally, the
industrial and mining end markets are improving. Infrastructure
development should benefit from bridge repair work. Full-year
earnings derived from acquisitions such as Grupo Oliveira S
("Oliveira"), which closed in mid-November 2010, and its pending
target acquisition should add to WireCo's global diversification
and profitability. Moody's believes that WireCo will derive
approximately 60% of its revenues from outside of the U.S.,
providing geographic diversity and less reliance on the mature
U.S. economy. Strong operating margins in excess of mid-teens
should translate into EBITA-to-interest expense nearing 2.0 times
over the intermediate term and debt-to-EBITDA approaching 4.5
times (per Moody's projections and incorporating Moody's standard
adjustments).

Nevertheless, concerns remain that end market growth may be
difficult to sustain and European markets continue to lag.
Additionally, any time lag of surcharge pass throughs for higher
energy prices and steel costs, the company's primary raw material,
could have a significant impact on profitability. The rating is
currently constrained by WireCo's strategy of growth through
acquisitions. Acquisitions may range from sizeable purchases to
multiple "bolt-ons", creating integration risk and the potential
for higher-than-expected costs and working capital investments.
However, an improved liquidity profile with expectations of free
cash flow used for debt reduction will improve key credit metrics,
solidifying the company's current rating and providing some
offsets to potential credit weaknesses.

The change in the company's speculative grade liquidity rating to
SGL-2 from SGL-3 results from Moody's view that the company will
maintain a good liquidity profile over the next 12 months.
Availability under the company's multiple asset-based revolving
credit facilities should be sufficient to meet any potential near-
term shortfall in operating cash flows and working capital
requirements. WireCo usually has negative cash flows from
operations during the first half of its fiscal year due to its
investment in both receivables and inventories. Once the term loan
is paid down from the proceeds of the proposed notes issuance,
financial covenant head room governing the company's U.S. term
loan will improve considerably. The term loan leverage covenant
considers only senior secured debt in the calculations.
Additionally, the extended maturity profile reduces the amount of
debt that needs to be addressed over the next three years.

The stable outlook reflects Moody's view that WireCo's leading
market position, continued growth in end markets and its good
liquidity profile give the company suitable flexibility to contend
with the near-term uncertainties surrounding global economic
conditions.

At the closing of the proposed financings, the corporate family
rating and probability of default rating will be reassigned to
WireCo WorldGroup (Cayman) Inc., parent holding company of all of
WireCo WorldGroup's companies. With the issuance of the EUR40.0
million revolving credit facility, WireCo's indirect parent
holding company -- WRCA Holdings Sarl -- will be a co-borrower
with WireCo for this rated debt instrument, creating multiple,
cross-border rated entities. Moving the corporate family rating
and probability of default rating to the most senior company in
WireCo WorldGroup's corporate structure simplifies the assignment
of the group's credit worthiness. WireCo WorldGroup (Cayman) Inc.
guarantees all rated debt.

An upgrade over the intermediate term is not likely. However, once
WireCo fully integrates its acquisitions and demonstrates its
ability to generate meaningful earnings and significant levels of
free cash flow, which is expected to be used for debt reduction,
key credit metrics should improve. Over the long term performance
that results in debt-to-EBITDA of around 4.0 times or EBITA-to-
interest sustained above 3.0 times (all ratios incorporate Moody's
adjustments) could result in positive rating actions.

Factors that might stress the ratings include erosion in the
company's financial performance due to an unexpected decline in
WireCo's end markets or deterioration in the company's liquidity
profile. Debt-to-EBITDA sustained above 5.0 times or
EBITA/interest expense remaining below 1.5 times (all ratios
incorporate Moody's adjustments) could pressure the rating.

The principal methodology used in rating WireCo was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

WireCo Worldwide, Inc., headquartered in Kansas City, MO, is a
leading global manufacturer and seller of wire ropes, high-tech
synthetic ropes, electromechanical cable, and other related
products. The company sells into diverse industries including
infrastructure, industrials, oil and gas and mining. Paine and
Partners, LLC, through its respective funds, is the primary owner
of WireCo. Revenues for the twelve months through March 31, 2011
totaled about $480 million.


WIRECO WORLDGROUP: S&P Affirms 'B+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Kansas City, Mo.-based WireCo WorldGroup Inc. The
rating outlook is stable.

At the same time, Standard & Poor's raised its issue-level rating
on the company's proposed $150 million add-on to its senior
unsecured notes due 2017 to 'B' (one notch below the corporate
credit rating) from 'B-'. Standard & Poor's revised the recovery
rating to '5', indicating the expectation of modest (10%-30%)
recovery for noteholders in the event of a payment default, from
'6'.

In addition, Standard & Poor's assigned a 'BB' (two notches above
the corporate credit rating) issue-level rating to the company's
proposed $99 million second-lien term loan due 2014 and its
proposed EUR40 million European revolving credit facility due
2014. The recovery rating is '1', indicating the expectation of
very high (90%-100%) recovery for lenders in the event of a
payment default.

The company plans to use proceeds from the notes add-on to prepay
a portion of its term loan and for general corporate purposes.
Standard & Poor's will withdraw the ratings on the existing term
loan once the company completes the proposed transaction.

"The affirmation of the corporate credit rating reflects our
expectation that WireCo's operating performance should continue to
benefit in the near term from the combination of recently
completed acquisitions, strong sales growth, and increasing end-
market demand resulting from an improving economy," said
Standard & Poor's credit analyst Maurice Austin.

"In particular, we expect volume growth in the oil and gas and
crane end markets due to growing oil and gas drilling activity to
meet global demand; the improving European economy should also
lead to strengthening demand in Europe," Mr. Austin continued.

Operating in the U.S., Mexico, Portugal, and Germany, WireCo
manufactures steel wire rope, synthetic rope, and steel wire for
use in various industrial end markets, including mining, oil and
gas, and construction. Standard & Poor's estimates that adjusted
debt will increase to about $575 million as a result of the $150
million add-on to the senior notes.


WOLVERINE TUBE: To Seek Approval of Reorganization Plan on June 10
------------------------------------------------------------------
Wolverine Tube, Inc. has reached agreement with its largest
noteholder, Plainfield Asset Management resolving all differences
over the terms of proposed agreements that will become effective
upon Wolverine's emergence from bankruptcy and reinstating
Plainfield's support for Wolverine's reorganization plan.
Wolverine will seek Bankruptcy Court approval of its
reorganization plan at a June 10 hearing.

Steven S. Elbaum, Chairman of Wolverine, stated that, "Wolverine
is pleased that differences between Plainfield, Wolverine and
others have been resolved.  Along with the overwhelming support
Wolverine has received for its plan of reorganization, this allows
the company to proceed with Friday's scheduled confirmation
hearing, a key final step in its emergence from bankruptcy.
Wolverine is now poised to successfully complete its
reorganization and extends its appreciation to noteholders,
customers, suppliers and employees for their continued support."

                      About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

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


ZOEY ESTATES: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Zoey Estates, LLC, c/o PRM Realty Group, LLC filed with the U.S.
Bankruptcy Court for the District of Texas, its schedules of
assets and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $2,400.000
B. Personal Property           $8,372,702
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $32,665,660
E. Creditors Holding
   Unsecured Priority
   Claims
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,415,921

                              ------------         --------------
      TOTAL                     $2,400,000           $34,281,581

Chicago, Illinois-based Zoey Estates, LLC, c/o PRM Realty Group,
LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-33116) on May 5, 2011.  John Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., serves as bankruptcy counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debts.


* Junk-Bond Default Rates Rose in May, Moody's Says
---------------------------------------------------
The global speculative-grade default rate finished at 2.4% in May,
according to Moody's Investors Service in its monthly default
report.  This is consistent with Moody's forecast of 1.9% made a
year ago.  Last month, the rate was 2.3% and a year ago it stood
significantly higher at 7.6%.

Moody's forecasting model predicts that the global speculative-
grade default rate will decline to 1.5 by the end of 2011 and
finish at 1.7% by May 2012.

There were two debt defaults in May; bringing the year-to-date
default count to 10.  By comparison, 23 companies defaulted in
2011.

"Spreads have widened slightly and the fundamental economic news
is weakening.  But many corporate fundamentals remain good. Absent
a liquidity freeze, we continue to expect few defaults among
corporate in the US and Europe," said Albert Metz, Moody's
Director of Credit Policy Research.

Moody's expects default rates to be highest in the Wholesale
sector in the U.S. and the Media: Advertising, Printing &
Publishing sector in Europe.

In the U.S., the speculative-grade default rate rose modestly to
2.7% in May, from 2.6% in previous month but in line with Moody's
year-ago forecast of 2.1%.

In Europe, the default rate among speculative-grade remained
unchanged at 1.8% from April to May. Moody's forecast the rate at
1.7% a year ago.

When measured on a dollar volume basis, the global speculative-
grade bond default rate closed at 1.5% unchanged from April. A
year ago, the global dollar-weighted default rate was
significantly higher at 6.9%.

In the U.S., the dollar-weighted speculative-grade bond default
rate was also unchanged at 1.4%, also unchanged from the previous
month. The comparable rate was 7.8% in May 2010.

In Europe, the dollar-weighted speculative-grade bond default rate
edged up to 2.0% in May from 1.9% in April. Last year, the
European speculative-grade bond default rate was 3.4%.

Moody's speculative-grade corporate distress index-a measure of
the percentage of high-yield issuers that have debt trading at
distressed levels-rose to 6.6% in May from April's 6.0% level.  A
year ago, the index was markedly higher at 14.9%.  Among U.S.
leveraged loan issuers, the trailing 12-month default rate was
unchanged at 2.2% in May from its April level.  A year ago, the
loan default rate was 7.2%.  Caribe Media Inc was the only
Moody's-rated loan issuer to default this month.


* Invictus Group Sees Over 400 Banks Could Show Capital Shortfall
-----------------------------------------------------------------
Forecasts Come from New Stress Testing Developed by Invictus
Already in Use by State Regulators and Now Commercially Available

Stress testing for banks, now at the forefront of critical concern
by their managements and Boards of Directors, US and worldwide
regulators, investors and depositors, has now entered a new level
of technological analysis that outstrips traditional methods as a
result of a development by Invictus Consulting Group LLC, an
independent financial risk management and advisory firm.

The Invictus Capital Assessment Model (ICAM(TM)) uses a uniform
proprietary methodology that employs publicly available data to
independently stress test Tier 1 capital levels over a two-year
time horizon, on a comparable basis, for each of the more than
7,500 US banks, including publicly traded and private banks, and
US domiciled banks with foreign ownership.

ICAM(TM) is currently being used by a growing number of state bank
regulators as well as banks themselves.  Invictus is now expanding
marketing both in the US and internationally to banks, insurance
companies, institutional investors, hedge funds and corporate
treasurers.  In addition, Invictus is adapting its methodology and
data collection to provide a service for stress testing banks
outside the US.

"Unfortunately traditional methodologies for establishing bank
regulatory capital levels have been a failure in their forecasting
ability," said Kamal Mustafa, Chairman and CEO of Invictus.  "Our
Invictus Capital Assessment Model (ICAM(TM)) takes an entirely new
approach that has proven to have greater quantitative and
predicative capabilities, and is far more useful in assessing the
impact of a comprehensive range of assets on a bank's capital
requirements."

In back testing, ICAM(TM) accurately predicted every bank that
failed in the US since September 2008 in which the institution did
not receive a capital injection. Invictus' latest review of US
banks, using March 31, 2011 data from public and regulatory
filings, predicts:

-- More than 400 community banks with more than $150 billion of
   deposits will need significant additional capital within 12
   months.

-- Over 1000 additional banks with capital constraints will face
   asset reinvestment problems (the inability to find suitably
   priced lending opportunities to replace maturing loans) that
   may impair their future profitability.

"This analysis points to a massive consolidation needing to occur
in the banking sector over the next several years," said Mr.
Mustafa.  "It also shows that while the US bank industry had been
thought to be stabilized for the most part, another big issue lies
ahead --especially for banks in economically slow growing
communities or those with structural disadvantages, whose ability
to earn a satisfactory return on shareholder equity, given current
market and interest rate conditions, threatens their viability."

Invictus' system differs from traditional analytical systems,
which are essentially P&L driven and compensate for discrete
events using provisioning adjustments.  Invictus analyzes bank
capital needs by focusing on all groups of assets that generate
bank revenues, and identifying and quantifying the existing and
potential degradation in individual bank portfolios.  These
include, but are not limited to, loan to asset values, regional
probabilities of default, loan origin dates, loan maturity
schedules, scheduled loan interest rate reset events, regional
factors, liquidity metrics in the context of existing tier 1
levels and competitive factors within the banks geographical
footprint.  The application of the methodology across the US
banking sector makes the rating and ranking of the banks
consistent.

                         About Invictus

Invictus Group -- http://www.invictusgrp.com/-- was established
in 2009 as an independent financial risk management and advisory
firm.  The Invictus senior management team has a depth of
experience in international banking, regulation, information
technology, credit, liability management securitization, insurance
and investment banking.


* Magistrate Judge Differs with 5th Circuit on Estoppel
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a magistrate judge in California refused to dismiss a
lawsuit the bankrupt initially didn't disclose to his Chapter 7
trustee.  The judge said dismissal would harm creditors when there
were other remedies to deal with the bankrupt's "inconsistencies."

Mr. Rochelle relates the case involved an individual who filed
bankruptcy without initially disclosing that his assets included a
discrimination lawsuit against his former employer.  While the
lawsuit was underway in U.S. District Court, the bankrupt reopened
his case and listed the lawsuit as an asset.  Later, the
bankruptcy court approved a settlement proposed by the trustee.
The settlement would give the bankrupt estate 45% of recoveries in
the lawsuit after payment of counsel fees. The lawsuit sought
damages related to periods before and after the bankruptcy filing.

According to the report, the former employer filed a motion to
dismiss the suit under the doctrine of judicial estoppel. U.S.
Magistrate Judge Laurel Beeler in Oakland, California, denied the
motion in a 16-page opinion on June 6.  Judge Beeler said that
most of the requirements had been met to apply judicial estoppel
and dismiss the suit.  In support of her decision not to dismiss,
she cited a case from the U.S. Court of Appeals in San Francisco
saying that judicial estoppel doesn't include "inflexible
prerequisites or an exhaustive formula."  Dismissal wasn't proper
when the bankruptcy trustee decided to pursue the suit, "recovery
might aid the bankrupt estate's creditors, and there might be
other solutions to police" the bankrupt's inconsistencies "without
punishing creditors," Judge Beeler said.

The decision by Beeler is contrary to a ruling last year by the
U.S. Court of Appeals in New Orleans in a similar case called Reed
v. City of Arlington. In Reed, a three-judge panel led by Chief
Judge Edith H. Jones dismissed the suit.  The case was reargued in
late May before all active judges on the 5th Circuit.

The California case is Yoshimoto v. O'Reilly Automotive
Inc., 10-05438, U.S. Bankruptcy Court, Northern District
California (Oakland).


* Blank Rome to Combine With Abrams Scott
-----------------------------------------
Blank Rome LLP and Abrams Scott & Bickley, L.L.P. said the firms
will combine in a transaction that will further enhance Blank
Rome's Houston presence and greatly expand the depth and scope of
services that Abrams Scott & Bickley currently provides to its
clients.

The combined firm will add five partners to Blank Rome's more than
500 attorneys: Barry Abrams, Robert Scott, Susan L. Bickley, Sue
D. Rosenthal and Jack W. Higdon.  The firm will also benefit from
additional professionals with significant litigation experience,
particularly in the areas of products liability, commercial,
employment, public entity and appellate litigation.  The
transaction is expected to close on June 30, 2011.

"Establishing a solid presence in the Houston market has been a
priority of Blank Rome for some time," said Alan J. Hoffman, Co-
Chairman and Managing Partner, Blank Rome LLP.  "Abrams Scott &
Bickley reflects many of the core values upon which Blank Rome was
founded, including the firm's entrepreneurial spirit, commitment
to diversity and community and exemplary services to clients. We
are thrilled to welcome this respected group of talented lawyers
to the Blank Rome team."

Abrams Scott & Bickley has a significant and established client
base of high-profile businesses and individuals, particularly in
the energy and public entity fields.  Blank Rome's Chemical and
Energy industry teams are well positioned to complement the
services offered to existing Abrams Scott & Bickley clients.  The
addition of a strong Houston presence will also afford Blank Rome
additional opportunities to expand the services it provides to its
existing clients.

"We are excited to join Blank Rome at a time when the firm is
continuing to strategically expand and grow, nationally and
internationally," said Barry Abrams.  "Abrams Scott & Bickley has
built a client-oriented firm that takes pride in providing its
clients with superior personal service, in a diverse, collegial
atmosphere.  Blank Rome's geographic reach and the breadth of its
practice areas will enable us to better serve our clients by
offering a wider scope of services and additional depth, while
allowing us to maintain our commitment to community service
through pro bono, non-profit and charitable activities."

Blank Rome Houston-based Partner Joseph F. Speelman added, "I have
worked extensively with the team at Abrams Scott & Bickley during
my tenure as Associate General Counsel and Chief of Litigation for
LyondellBasell and have experienced their commitment to client
service first-hand.  Having joined Blank Rome in Houston more than
a year ago, I look forward to working with my new colleagues to
expand and enhance the services we offer to clients."

                            Partner Bios

Barry Abrams has more than 30 years of varied civil trial and
appellate experience, with an emphasis on complex investment and
business disputes, and civil rights litigation on behalf of local
governments and public officials.  Mr. Abrams is a member of the
American College of Trial Lawyers, the American Board of Trial
Advocates and is the past-Chair of the Liability of Individual
Government Officials Subcommittee of the American Bar Association
Government Operations & Liability Committee, among others.  He
also is active in various professional and community
organizations, including the Texas and Houston Bar Foundations, in
which he is a Sustaining Life Fellow.

Robert Scott has more than 30 years of experience practicing in
the area of civil litigation, with an emphasis on toxic tort
defense and commercial litigation.  He is a Sustaining Life Fellow
of both the Texas and Houston Bar Foundations and is a member of
the American Board of Trial Advocates, Texas Association of Civil
Trial and Appellate Specialists and Defense Research Institute,
having chaired the Toxic Tort and Environmental Law Committee. Mr.
Scott is also a Board Certified Civil Trial Lawyer by the Texas
Board of Legal Specialization.

Susan L. Bickley has nearly 30 years of experience practicing in
the area of civil litigation, with particular emphasis on complex
commercial litigation, employment litigation, professional
malpractice defense, and the defense of local governments and
public officials.  Ms. Bickley is a Sustaining Life Fellow of both
the Texas and Houston Bar Foundations, and is an active member of
the Texas and Houston Bar Associations, having chaired and/or
served on various committees.  Currently, she is a member of the
State Bar of Texas Standing Committee on Texas Disciplinary Rules
of Professional Conduct, the immediate past-Chair of the Houston
Bar Association Communities in Schools Committee, and a member of
the Houston Bar Association Gender Fairness Committee, the Defense
Research Institute, Blakely Advocacy Institute, and the
International Municipal Lawyers Association.

Sue D. Rosenthal practices in the areas of product liability and
toxic tort defense litigation with an emphasis on medical
causation issues. Her clients include industry leaders in the
chemical manufacturing and distribution business.  She is also
experienced in handling a variety of commercial litigation
matters.  Ms. Rosenthal is a member of the American and Houston
Bar Associations, the College of the State Bar of Texas, the Texas
and Houston Bar Foundations, the American Inns of Court, the
Defense Research Institute and is a former member of the State Bar
of Texas Opportunities for Minorities in the Profession Committee.

Jack W. Higdon practices primarily in the area of civil trial and
appellate work, with particular emphasis on investment, insurance
coverage and business disputes.  Mr. Higdon has significant
experience with the application of leading-edge technologies in
litigation.  He also represents local governments and public
officials in various litigation matters.  He is a member of the
American and Houston Bar Associations, the State Bar of Texas, the
Houston Young Lawyers Association and the American Inns of Court.

                      About Blank Rome LLP

Blank Rome LLP -- http://www.BlankRome.com/-- is one of America's
largest law firms.  With more than 500 attorneys serving clients
across the globe, Blank Rome is an international law firm
representing businesses and organizations ranging from Fortune 500
companies to start-up entities.  Blank Rome helps its clients in
all aspects of their businesses.  The Firm's practices cover areas
including business tax; commercial and corporate litigation;
employment, benefits and labor; financial services; bankruptcy and
business restructuring; government relations; health law;
intellectual property; maritime, international trade and
procurement; matrimonial; privately held and emerging companies;
product liability; public companies and capital formation; public
finance; real estate; trusts and estates; and white collar,
internal and government investigations. Blank Rome also represents
pro bono clients in a wide variety of cases and matters.

             About Abrams Scott & Bickley, L.L.P.

Abrams Scott & Bickley, L.L.P. is a Houston-based law firm well-
known in the areas of commercial and securities litigation and
arbitration, toxic tort and product liability litigation,
employment litigation, government entity and public official
litigation, and appellate litigation.  The team of experienced
trial and appellate lawyers represents clients in a broad range of
industries, including energy, chemical, financial services, real
estate, construction and manufacturing, among others.  The firm
also represents various government entities, public officials, law
firms, lawyers, and public and private employers in litigation
matters.  Abrams Scott & Bickley and its lawyers have received
recognition for their commitment to diversity and community
service through pro bono, non-profit and charitable activities.


* Goldman's David Hull Joins Renovo Capital
-------------------------------------------
Renovo Capital has introduced a new team member.

David Hull joins Renovo Capital from Goldman Sachs.  While at
Goldman Sachs Mr. Hull worked in the Special Situations Group
providing debt and equity capital to healthy and distressed middle
market companies.  He focused on originating new investment
opportunities in the southwest and worked closely with existing
portfolio companies in distressed/work out situations.

Prior to joining Goldman Sachs, Mr. Hull was a Partner at CRG
Partners Group LLC where he held a number of interim management
positions and provided turnaround advisory services to middle
market companies.  He started his career as an investment analyst
with Prudential Capital Group.

He graduated Southern Methodist University with a degree in
finance.

Through its Renwood Opportunites Fund, Renovo Capital, LLC --
http://www.renovocapital.com-- invests in smaller, mid- market
companies in North America, providing equity capital in complex
situations for businesses facing liquidity short-falls and
profitability challenges.  Renovo provides strategic leadership
and operating guidance for existing management through its
principals' decades of experience in challenging transactions
involving balance sheet restructuring, profitability improvements
and returning focus to business operations.  Renovo acts as either
a lead investor or a co-investor with entrepreneurs, management
teams, family offices or private equity investors across a wide
array of manufacturing, distribution and service businesses.
Renovo Capital has offices in Dallas, Denver, and Southern
California.


* McDonald Hopkins Law Firm Continues Its Growth in Chicago
-----------------------------------------------------------
David A. Agay, who most recently was a partner at Kirkland &
Ellis, LLP, has been elected as a Member at McDonald Hopkins LLC,
a business advisory and advocacy law firm with an 80-year history.
Mr. Agay advises clients in a wide variety of corporate distress
situations and restructurings, both locally and nationally. Based
in the firm's Chicago office, Mr. Agay joins a top, middle-market
focused practice, with a deep and sophisticated bench of
restructuring and business attorneys in multiple offices.  With
regional roots, McDonald Hopkins has established a national
platform providing value-added, practical, and insightful legal
advice to clients.

For over 11 years, Mr. Agay has represented public and private
companies, directors, officers, lenders, committees, shareholders,
and investors in corporate reorganizations and chapter 11
bankruptcies.  He has been actively involved in free-fall and pre-
negotiated bankruptcies, numerous cross-border and distressed M &
A transactions, out-of-court restructurings, and other
reorganization and insolvency proceedings.

"David Agay is well known to the restructuring community as a
pragmatic and skilled lawyer who successfully navigates crisis
situations without losing sight of the client's objectives. This
combination of ability and experience enables David to achieve
optimal business and legal results for his clients," said Geoffrey
A. Richards, head of restructuring at William Blair & Company in
Chicago.

"We are delighted that David Agay has joined our Business
Restructuring and Bankruptcy Practice," said Shawn M. Riley, co-
chair.  "He brings a wealth of knowledge, experience and a
business-oriented approach that is an excellent fit with our firm
and our team of restructuring and bankruptcy professionals.
McDonald Hopkins continues to recruit attorneys to join the
restructuring group as well as other national practice groups."

Mr. Agay received his J.D. from the University of Michigan Law
School in 1998 and a Bachelor of Arts degree from Pomona College
in 1994.

                     About McDonald Hopkins

McDonald Hopkins -- http://www.mcdonaldhopkins.com/--
has more than 130 attorneys in Chicago, Cleveland, Columbus,
Detroit, Miami, and West Palm Beach. The firm's Miami office
opened in April 2011. The president of McDonald Hopkins is Carl J.
Grassi.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re John McClure
   Bankr. C.D. Calif. Case No. 11-17412
      Chapter 11 Petition filed May 25, 2011

In Re Samuel Marquez
   Bankr. C.D. Calif. Case No. 11-32776
      Chapter 11 Petition filed May 25, 2011

In Re Bienvenido Garcia
   Bankr. N.D. Calif. Case No. 11-45691
      Chapter 11 Petition filed May 25, 2011

In Re Landlord Maintenance Services, LLC
   Bankr. D. Conn. Case No. 11-31401
      Chapter 11 Petition filed May 25, 2011
         filed pro se

In Re Larry Moore
   Bankr. N.D. Ga. Case No. 11-65351
      Chapter 11 Petition filed May 25, 2011

In Re Jerry Wise
   Bankr. S.D. Ind. Case No. 11-06757
      Chapter 11 Petition filed May 25, 2011

In Re Gloucester Street Cigar Co., Inc.
   Bankr. D. Mass. Case No. 11-14977
      Chapter 11 Petition filed May 25, 2011
         See http://bankrupt.com/misc/mab11-14977.pdf

In Re Luke Chiotelis
   Bankr. D. Mass. Case No. 11-14945
      Chapter 11 Petition filed May 25, 2011

In Re Cruz Anaya
   Bankr. D. Nev. Case No. 11-18180
      Chapter 11 Petition filed May 25, 2011

In Re Yueh Lin
   Bankr. D. Nev. Case No. 11-18177
      Chapter 11 Petition filed May 25, 2011

In Re John Palczuk
   Bankr. E.D. N.C. Case No. 11-04017
      Chapter 11 Petition filed May 25, 2011

In Re JTE Enterprises, LLC
   Bankr. D. N.J. Case No. 11-26237
      Chapter 11 Petition filed May 25, 2011
         See http://bankrupt.com/misc/njb11-26237.pdf

In Re Massapequa Manor Inc.
        dba Manor East Caterers
   Bankr. E.D. N.Y. Case No. 11-73743
      Chapter 11 Petition filed May 25, 2011
         filed pro se

In Re Rafael De La Cruz, MD PA
   Bankr. S.D. Texas Case No. 11-10291
      Chapter 11 Petition filed May 25, 2011

In Re Ardsey, Inc.
        dba Noche Cliente
   Bankr. W.D. Texas Case No. 11-51811
      Chapter 11 Petition filed May 25, 2011
         See http://bankrupt.com/misc/txwb11-51811.pdf

In Re Subsand, Inc.
   Bankr. E.D. Va. Case No. 11-72445
      Chapter 11 Petition filed May 25, 2011
         See http://bankrupt.com/misc/vaeb11-72445.pdf

In Re Cortney Valentine
   Bankr. D. Ariz. Case No. 11-15257
      Chapter 11 Petition filed May 26, 2011

In Re Elke Lesso
   Bankr. C.D. Calif. Case No. 11-32945
      Chapter 11 Petition filed May 26, 2011

In Re Fernando Murillo
   Bankr. C.D. Calif. Case No. 11-17506
      Chapter 11 Petition filed May 26, 2011

In Re Fidencio Daproza
   Bankr. C.D. Calif. Case No. 11-32964
      Chapter 11 Petition filed May 26, 2011

In Re Ramesh Panchal
   Bankr. N.D. Calif. Case No. 11-55043
      Chapter 11 Petition filed May 26, 2011

In Re New English Rancho LLC
   Bankr. S.D. Calif. Case No. 11-08774
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/casb11-08774.pdf

In Re Washington Independent Writers Association, Inc.
        aka American Independent Writers
   Bankr. D. D.C. Case No. 11-00403
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/dcb11-00403p.pdf
         See http://bankrupt.com/misc/dcb11-00403c.pdf

In Re Entertainment Emporium, Inc.
   Bankr. M.D. Fla. Case No. 11-03857
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/flmb11-03857.pdf

   In Re Leisure, Inc.
      Bankr. M.D. Fla. Case No. 11-03858
         Chapter 11 Petition filed May 26, 2011
            See http://bankrupt.com/misc/flmb11-03858.pdf

In Re Norberto Vazquez
   Bankr. S.D. Fla. Case No. 11-24554
      Chapter 11 Petition filed May 26, 2011

In Re Fresco Plaster Finishes, Inc.
   Bankr. N.D. Ill. Case No. 11-22361
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/ilnb11-22361.pdf

In Re Palladio Wall Systems, Inc.
   Bankr. N.D. Ill. Case No. 11-22369
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/ilnb11-22369.pdf

In Re James George
   Bankr. D. Maine Case No. 11-20773
      Chapter 11 Petition filed May 26, 2011

In Re Margret Ekomwenrenren
   Bankr. D. Md. Case No. 11-21181
      Chapter 11 Petition filed May 26, 2011

In Re Paul Sheives
      Jennifer Sheives
   Bankr. D. Md. Case No. 11-21099
      Chapter 11 Petition filed May 26, 2011

In Re Glen Curti
   Bankr. D. Mass. Case No. 11-14987
      Chapter 11 Petition filed May 26, 2011

In Re Korng Kouch
   Bankr. D. Mass. Case No. 11-15003
      Chapter 11 Petition filed May 26, 2011

In Re Mark Gardner
   Bankr. D. Mass. Case No. 11-14986
      Chapter 11 Petition filed May 26, 2011

In Re Paul Marino
      Linda Marino
   Bankr. E.D. Mich. Case No. 11-55026
      Chapter 11 Petition filed May 26, 2011

In Re Trang Moore
   Bankr. D. Nev. Case No. 11-18240
      Chapter 11 Petition filed May 26, 2011

In Re Robert Shoaf
   Bankr. E.D. N.C. Case No. 11-04057
      Chapter 11 Petition filed May 26, 2011

In Re Running Bear Rescue, Inc.
        aka Rocky Mountain EMS
   Bankr. D. N.M. Case No. 11-12453
      Chapter 11 Petition filed May 26, 2011
        See http://bankrupt.com/misc/nmb11-12453.pdf

In Re Union Realty NY LLC
   Bankr. E.D. N.Y. Case No. 11-44545
      Chapter 11 Petition filed May 26, 2011
         filed pro se

In Re Genco Importing Inc.
        aka Manitoba's
   Bankr. S.D. N.Y. Case No. 11-12521
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/nysb11-12521.pdf

In Re Kevin Vayo
      Ellie Vayo
   Bankr. N.D. Ohio Case No. 11-14565
      Chapter 11 Petition filed May 26, 2011

In Re Vayo Investment Properties Limited
   Bankr. N.D. Ohio Case No. 11-14552
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/ohnb11-14552.pdf

In Re W&K Erection, LLC
   Bankr. W.D. Pa. Case No. 11-23356
      Chapter 11 Petition filed May 26, 2011
         See http://bankrupt.com/misc/pawb11-23356p.pdf
         See http://bankrupt.com/misc/pawb11-23356c.pdf

In Re Steven Ward
   Bankr. D. S.C. Case No. 11-03415
      Chapter 11 Petition filed May 26, 2011

In Re Beacon Light LLC
   Bankr. W.D. Wash. Case No. 11-16294
      Chapter 11 Petition filed May 26, 2011
         filed pro se

In Re Daryn Bookout
   Bankr. N.D. Ala. Case No. 11-02781
      Chapter 11 Petition filed May 27, 2011

In Re Jerry Whitt
   Bankr. N.D. Ala. Case No. 11-02784
      Chapter 11 Petition filed May 27, 2011

In Re Nuke's Sports Grille, LLC
   Bankr. N.D. Ala. Case No. 11-02753
      Chapter 11 Petition filed May 27, 2011
         See http://bankrupt.com/misc/alnb11-02753.pdf

In Re 6920 Redfield LLC
   Bankr. D. Ariz. Case No. 11-15489
      Chapter 11 Petition filed May 27, 2011
         filed pro se

In Re 8234 Desert Cove LLC
   Bankr. D. Ariz. Case No. 11-15484
      Chapter 11 Petition filed May 27, 2011
         filed pro se

In Re Scott Lopez
   Bankr. D. Ariz. Case No. 11-15458
      Chapter 11 Petition filed May 27, 2011

In Re Sun Radiology, P.C.
   Bankr. D. Ariz. Case No. 11-15575
      Chapter 11 Petition filed May 27, 2011
         See http://bankrupt.com/misc/azb11-15575.pdf

In Re Dale Williams
   Bankr. C.D. Calif. Case No. 11-17595
      Chapter 11 Petition filed May 27, 2011

In Re Herman Aguirre
   Bankr. C.D. Calif. Case No. 11-33206
      Chapter 11 Petition filed May 27, 2011

In Re Wendy Carroll
   Bankr. C.D. Calif. Case No. 11-16636
      Chapter 11 Petition filed May 27, 2011

In Re Frances Haines
   Bankr. N.D. Calif. Case No. 11-12013
      Chapter 11 Petition filed May 27, 2011

In Re James Becker
   Bankr. N.D. Calif. Case No. 11-12014
      Chapter 11 Petition filed May 27, 2011

In Re Dennis Fullenkamp
   Bankr. M.D. Fla. Case No. 11-10302
      Chapter 11 Petition filed May 27, 2011

In Re Bruce Bodner
   Bankr. S.D. Ind. Case No. 11-06948
      Chapter 11 Petition filed May 27, 2011

In Re Lohse Holdings, LLP
   Bankr. D. Mont. Case No. 11-61060
      Chapter 11 Petition filed May 27, 2011
         See http://bankrupt.com/misc/mtb11-61060.pdf

In Re Second Avenue Enterprises LLC
        aka Culver's Restaurant
   Bankr. D. Neb. Case No. 11-41493
      Chapter 11 Petition filed May 27, 2011
        See http://bankrupt.com/misc/neb11-41493p.pdf
        See http://bankrupt.com/misc/neb11-41493c.pdf

In Re Frederick Kappus
   Bankr. D. Nev. Case No. 11-18321
      Chapter 11 Petition filed May 27, 2011

In Re Jay Dana
   Bankr. D. Nev. Case No. 11-18310
      Chapter 11 Petition filed May 27, 2011

In Re Scott Stewart
   Bankr. E.D. N.C. Case No. 11-04129
      Chapter 11 Petition filed May 27, 2011

In Re Future Screen, Inc.
   Bankr. N.D. Ohio Case No. 11-14651
      Chapter 11 Petition filed May 27, 2011
         See http://bankrupt.com/misc/ohnb11-14651.pdf

In Re Canyon Road Animal Hospital, PC
   Bankr. N.D. Texas Case No. 11-20312
      Chapter 11 Petition filed May 27, 2011
         See http://bankrupt.com/misc/txnb11-20312.pdf

In Re John Knibbe
   Bankr. D. Utah Case No. 11-27856
      Chapter 11 Petition filed May 27, 2011

In Re Peter Phillips
   Bankr. D. Utah Case No. 11-27853
      Chapter 11 Petition filed May 27, 2011

In Re Jeanne's Doggie Daycare & Pet Hotel, LLC
   Bankr. E.D. Wash. Case No. 11-02660
      Chapter 11 Petition filed May 27, 2011
         See http://bankrupt.com/misc/waeb11-02660.pdf


In Re Nationwide Glass & Glazing Contractors Inc.
   Bankr. C.D. Calif. Case No. 11-33303
      Chapter 11 Petition filed May 29, 2011
         See http://bankrupt.com/misc/cacb11-33303.pdf

In Re American G.I. Forum Community Services Agency
        dba American G.I. Forum Of San Jose
   Bankr. N.D. Calif. Case No. 11-55157
      Chapter 11 Petition filed May 30, 2011
        See http://bankrupt.com/misc/canb11-55157.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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.


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