TCR_Public/110610.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 10, 2011, Vol. 15, No. 159

                            Headlines

1ST LAS VEGAS: Involuntary Chapter 11 Case Summary
2001 PROPERTIES: U.S. Trustee Wants Bankruptcy Case Dismissed
207 REDWOOD: Wants Plan Exclusivity Until Aug. 1
261 CW SPRINGS: Voluntary Chapter 11 Case Summary
7784 COLLEGE: Voluntary Chapter 11 Case Summary

94TH AND SHEA: Plan Confirmation Hearing Scheduled for July 7
94TH AND SHEA: Wants Plan Exclusivity Extended Until Nov. 19
94TH AND SHEA: Can Continue to Use Cash Collateral Until July 31
ACCREDITED HOME: Settles Labor Class Suits for $2 Million
AFY INC: Court Disallows Rolling Stone Land's Claim

ALL YOU, LLC: Hearing on Lender's Case Conversion Plea on June 29
AMBASSADORS INT'L: Committee Can Hire Kelley Drye as Counsel
AMBASSADORS INT'L: Lowenstein Sandler OK'd as Committee Co-Counsel
AMBASSADORS INT'L: Bifferato OK'd as Committee's Delaware Counsel
AMTRUST FIN'L: Ruling Has Significant Implications to Regulators

ARK DEVELOPMENT: U.S. Trustee Will Not Appoint Unsecured Committee
ARROWHEAD RESEARCH: Gets Add'l Grace Period to Comply With NASDAQ
ASNACO LLC: Taps Bruce Hochstetler for BB&T Foreclosure Appeal
ASNACO LLC: Can Access Cash Collateral of BB&T Bank
ASNLY LLC: Voluntary Chapter 11 Case Summary

AVANTOR PERFORMANCE: S&P Affirms 'B+' Corporate; Outlook Stable
B AND H: Case Summary & 20 Largest Unsecured Creditors
BARBETTA LLC: Case Summary & 17 Largest Unsecured Creditors
BEARINGPOINT INC: DOI to Pay $5 Million to Settle Contract Suits
BERNARD L MADOFF: Trustee Opposes Dismissal of Suit vs. HSBC

BLOCKBUSTER CANADA: Says Dish Deal Threatens Operation
BLOCKBUSTER CANADA: Hearing on Chapter 15 Recognition on June 23
BOWE BELL + HOWELL: Claims Bar Date Set for July 6
BNC SOUTH: Voluntary Chapter 11 Case Summary
BUTTERMILK TOWNE: Court Approves Mid-America as Broker

C&D TECHNOLOGIES: Incurs $403,000 Net Loss in April 30 Quarter
CALPINE CORP: Fitch Rates New $360-Mil. Term Loan at 'BB/RR1'
CAREMORE HOLDINGS: S&P Puts 'B+' Rating on CreditWatch Positive
CASCADE GRAIN: New Owner Plans to Reopen Biofuel Refinery
CHARLESTON ASSOCIATES: Court Approves Womble as Panel's Counsel

CHARLESTON ASSOCIATES: Court Approves Neal Wolf as Counsel
CHINA ORGANIC: Retains Paritz & Company to Audit FY2011 Financials
CLEAR CHANNEL: Moody's Assigns Caa1 Rating to New Notes Offering
CLEAR CHANNEL: S&P Affirms 'CCC+' Corporate; Outlook Positive
CLEARWIRE CORP: Sprint Nextel Discloses 64.9% of Class A Shares

C-N-D INDUSTRIES: Court Halts Payments to Professionals
CNO FINANCIAL: Fitch Affirms 'B+' Issuer Default Rating
COATES INTERNATIONAL: Signs $20-Mil. Line of Credit with Dutchess
CONSOLIDATED HORTICULTURE: Post-Sale Wants Ch. 11 Cases Dismissed
CRYSTAL CATHEDRAL: Plan Exclusivity Expiring July 31

CRYSTALLEX INT'L: To Trade on OTCQB Under New Symbol "CRYXF"
DANAOS CORP: VP & CFO Dimitri Andritsoyiannis to Step Down
DELPHI AUTOMOTIVE: S&P Assigns 'BB' Corporate Credit Rating
DELTA AIR: Subject to NMB Investigation for Union Busting Acts
DELTA AIR: Starts Codeshare Flights With China Eastern

DELTA AIR: Signs Deal With US on Transfer of Flying Rights
DESERT CAPITAL: Inks Services Agreement with MorrisAnderson
DOWNEY SAVINGS: Receiver Accuses Amerifund of $1.2 Million Fraud
DUKE AND KING: Hearing on Case Conversion Slated for June 16
DWELLING HOUSE SAVINGS: Woman Pleads Guilty of Fraud

DYNAMIC BUILDERS: Wants Until July 27 to Solicit Plan Acceptances
ELITE PHARMACEUTICALS: Inks Manufacturing&Supply Pact with Mikah
EMAK WORLDWIDE: Court Approves Plan of Reorganization
ENCINO CORPORATE: Court Approves Levene Neale as Bankr. Counsel
ENDEAVOUR INT'L: S&P Assigns Preliminary 'CCC+' Corporate Rating

EPICEPT CORP: Request for Continued Listing on Nasdaq Granted
FAIRCHILD SEMICONDUCTOR: S&P Raises Corp. Credit Rating to 'BB+'
FOREST PACKING: To Liquidate Assets Under Chapter 7 Proceeding
FRAC TECH: S&P Affirms Rating on $1.5-Bil. Term Loan at 'B+'
FREEDOM ENVIRONMENTAL: GBH CPAs Raises Going Concern Doubt

G.B.S. HOLDING: Case Summary & 10 Largest Unsecured Creditors
GARDENS OF GRAPEVINE: Case Summary & Creditors List
GAYLE PROPERTY: Can't Undo Foreclosure by Secured Lender
GOODMAN NETWORKS: S&P Assigns 'B+' Corporate Credit Rating
GRAHAM & CURRIE: Case Summary & 20 Largest Unsecured Creditors

GSC GROUP: Initial Hearing on Sale to Lenders on June 29
HAMPTON ROADS: Fitch Affirms 'B+' Rating on Class III Bonds
HARRIS AGENCY: Counsel Directed to Disgorge $37,546 in Fees
HARRY & DAVID: Proposes July 29 Deadline for Submission of Ballots
HARRY & DAVID: PBGC Fights Firm's Bid to Terminate Pensions

HIGHLANDS OF MONTOUR RUN: Can't Use Rents to Fund Plan
HORIZON LINES: Two Directors Re-elected at Annual Meeting
HOVNANIAN ENTERPRISES: Incurs $72.66MM Net Loss in April 30 Qtr.
HOWREY LLP: Wants Chapter 11 Case Moved to Washington
HOWREY LLP: Moves to Liquidate After Chapter 11 Conversion

HUSKY INT'L: S&P Assigns 'B+' Long-Term Corporate Credit Rating
I-10 BNC: Voluntary Chapter 11 Case Summary
INNKEEPERS USA: Wants Plan Filing Exclusivity Until Oct. 1
INT'L WIRE: S&P Revises Senior Notes Recovery Rating to '3'
INTERPUBLIC GROUP: Moody's Lifts Credit Rating to Baa3 From Ba2

JETBLUE AIRWAYS: Moody's Raises CFR to B3; Outlook Stable
KH FUNDING: Has Until Aug. 31 to Exclusively Propose Plan
KRISHNA REALTY: Case Summary & 20 Largest Unsecured Creditors
LAWSON SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
LEHMAN BROTHERS: Moneysource Suit Dismissed as Time Barred

LEHMAN BROTHERS: Ad Hoc Creditors Group Wants Rule 2019 Procedures
LEHMAN BROTHERS: Monti Family Wants Rode Island Project Discovery
LEHMAN BROTHERS: LBI Trustee Has Until Feb. 3 to Decide on Leases
LEHMAN BROTHERS: With K. Lee On Board, LBI Wants More Levine Work
LEHMAN BROTHERS: Melissa King Sues for Rights on Georgia Property

LEHMAN BROTHERS: Michigan Agency Wants Withdrawal of Reference
LILO PROPERTIES: Fannie Mae Fails to Block Kenlan Legal Fees
LODGE AT BIG SKY: Court Converts Case to Chapter 7
MERGE HEALTHCARE: S&P Affirms 'B+' Debt Rating on $50MM Add-on
MERUELO MADDUX: Wants to Sell Three Properties for $44 Million

METROPARK USA: Court Approves Sale of Leases and IP for $1.5MM
MUSCLEPHARM CORPORATION: Posts $5 Million Net Loss in Q1 2011
NATIONAL GROUP: Fla. OIR Recommends Delinquency Proceedings
NEWCARDIO INC: Extends Due Date of $300,000 Advance to June 13
NISSI INC.: Voluntary Chapter 11 Case Summary

NO FEAR: Hires Venturi & Company as Financial Advisor
NO FEAR: Committee Hires BDO USA LLP as Financial Advisor
NORTEL NETWORKS: Motorola Objects to $900-Mil. Asset Sale
NORTH AMERICAN AMUSEMENTS: Files for Bankruptcy in California
NORTHWESTERN STONE: Court OKs Springfield Quarry Sale for $4.2MM

NORTHWESTERN STONE: Can Sell Equipment to Pay Secured Creditors
NURSERYMEN'S EXCHANGE: Sec. 341 Creditors' Meeting on June 28
NURSERYMEN'S EXCHANGE: Asks Court for Sec. 503(b)(9) Bar Date
NURSERYMEN'S EXCHANGE: Taps Chelliah as Turnaround Consultants
NURSERYMEN'S EXCHANGE: Hires Finestone Law Firm as Bankr. Counsel

OCEAN VINE: Case Summary & 5 Largest Unsecured Creditors
OCWEN FINANCE: Fitch Says Ratings Unaffected by Litton Buyout
ONE PELICAN: Case Summary & 20 Largest Unsecured Creditors
ORAGENICS INC: Draws $500,000 on KFLP Revolving Credit Facility
ORANGE GROVE: Court Sets July 6 Disclosure Statement Hearing

PALMAS COUNTY: Further Amends Proposed Chapter 11 Plan
PARK CENTRAL: Taps Greenberg Traurig as Counsel
PARK CENTRAL: METEJEMEI Seeks to Deny Greenberg Traurig Retention
PARK CENTRAL: U.S. Trustee Objects to Matthew Johnson Retention
PENN NATIONAL: Moody's Raises Bank Loan Rating to 'Ba1'

PINNACLE HILLS: Meeting of Creditors Continued Until June 24
PJ FINANCE: Has Interim Access to Cash Collateral
PJ FINANCE: Will Effectuate Plan With New Money Investment
PJ FINANCE: Torchlight Wants CBRE Out Due to Conflicts of Interest
PRECISION OPTICS: Maturity of $600,000 Notes Extended to June 28

PUERTO RICO CONCRETE: Case Summary & Unsecured Creditors
RAISSI REAL ESTATE: Seeks Dismissal of Chapter 11 Case
RAISSI REAL ESTATE: Meeting of Creditors Continued Until June 16
REALOGY CORP: Amends Form S-1; Registers $2.1 Billion Sr. Notes
RED MOUNTAIN: Court Rejects Comerica's Stay Pending Plan Appeal

REGAL PARTNERS: Case Summary & 7 Largest Unsecured Creditors
REGEN BIOLOGICS: Judge Approves Sale to Ivy Capital Affiliate
REGEN BIOLOGICS: Sues FDA Over Menaflex Clearance Repeal
REVLON CONSUMER: In Talks with Lenders on Possible Refinancing
RIVER ISLAND: Can Hire Coldwell Banker as Real Estate Broker

RJS ABSECON: Case Summary & 6 Largest Unsecured Creditors
ROBERT MORDINI: Must Deal With Avoidance Suits Before Wife's Claim
SAGUARO RANCH: Court Denies Confirmation Plan of Reorganization
SAGUARO RANCH: To Grant Stay Order if Debtor Posts $5-Mil. Bond
SAINT VINCENTS: PBGC Seeks $25-Mil. From Morgan Stanley

SAN JOAQUIN HILLS: Moody's Cuts Rating on Revenue Bonds to 'Ba2'
SCHWAB INDUSTRIES: PBGC to Pay Pension Benefits
SCOVILL FASTENERS: Court Approves Greenberg as Panel's Counsel
SCOVILL FASTENERS: Court Approves Alston & Bird as Counsel
SCOVILL FASTENERS: Gets Final Nod of $20.7-Mil. GECC Financing

SCOVILL FASTENERS: Court Approves Carl Marks as Financial Advisor
SCHWAB INDUSTRIES: PBGC Will Take Over Pension Plan
SEAHAWK DRILLING: Taps RE/MAX Commercial as Broker
SEAHAWK DRILLING: Disclosure Statement Hearing Set for June 28
SEAHAWK DRILLING: Seeks Approval of Audit Assistance Deal

SETX CLEARWATER: Case Summary & 20 Largest Unsecured Creditors
SIMMONS FOODS: Moody's Says B2 CFR Remains Stable for Now
SINO-FOREST CORP: Moody's Reviews 'Ba2' Ratings for Downgrade
SMB ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
SOMERSET PROPERTIES: Wants Plan Filing Extended Until July 8

SOUTH OF THE STADIUM: Case Summary & 3 Largest Unsecured Creditors
SPOT MOBILE: Matthew Liotta Appointed to Board of Directors
SPRINGLEAF FINANCE: Fitch Maintains Watch Negative on B- Ratings
STANLEY E THOMAS: Dist. Court Rules on Receiver's Fee Request
STATION CASINOS: Says Final Approval Won for Bankruptcy Emergence

STERLING ESTATES: ORIX Wants Plan Hearing Set for July 18
STEVE & BARRY'S:  2nd Circ. Revives Claims Against Owners
STORY BUILDING: Disclosure Statement Hearing Continued to Aug. 9
SUNSET SUITS: BDO Spolka Raises Going Concern Doubt
TAYLOR BEAN: Bowman Deserves 5-Year Sentence, Prosecutors Say

TERRESTAR NETWORKS: Talking With Stalking-Horse, Delays Auction
TMG CANTON: Final Cash Collateral Hearing on June 21
TOYS R US: S&P Affirms Corp. Credit Rating at B; Outlook Stable
TPF II: S&P Affirms 'B+' Ratings on $165MM Loan & 40MM Revolver
TUBO DE PASTEJE: Files Full-Payment Chapter 11 Plan

TUNAD ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors
TWIN CITY: Hospital No Longer Operates, Wants Case Converted
UNITED CONTINENTAL: United Pays $75-Mil. to End Amadeus Contract
UNITED CONTINENTAL: Houston Airport Has $1-Bil. Project
UNITED CONTINENTAL: Has Changes for Consistent Travel Experience

UNITED CONTINENTAL: Reports April 2011 Traffic Results
UNITY MEDICAL: Case Summary & 20 Largest Unsecured Creditors
UNIVERSAL ORLANDO: Fitch Gives Initial BB+ Issuer Default Rating
US MORTGAGE: CFO Beats Jail Time For $136-Million Fraud
VITRO SAB: Subsidiaries Seek to Hire Ernst & Young as Tax Advisor

VITRO SAB: Subsidiaries Seek to Renew Premium Finance Agreement
VITRO SAB: U.S. Units Secure Approval of $30-Mil. DIP Financing
WALTHOM GROUP: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Pushes Back Plan Confirmation Hearing to July 5
WASHINGTON MUTUAL: Atty Says Shareholder Deal Still Up In The Air
WASTE2ENERGY HOLDINGS: Units Amend Master Supply Pact with AEL

WESTLAND PARCEL: Seeks to Hire David Goodrich as CRO
WILLIAM SWITZER: Hearing on Chapter 15 Recognition on June 21
WILLIAM SWITZER: To Close Most U.S. Showrooms
WMF AIRPORT: Case Summary & 20 Largest Unsecured Creditors
WS MINERALS: Voluntary Chapter 11 Case Summary

XTRA PETROLEUM: Case Summary & 9 Largest Unsecured Creditors

* No Stay Violation Absent Effort to Collect Loan Fees

* Fears Over Muni Bond Default Overblown, Baird's deGuzman Says
* Nev. Leads Nation in Bankruptcy Filings, But Not to Save Homes

* BOOK REVIEW: Beyond the Quick Fix


                            *********


1ST LAS VEGAS: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: 1st Las Vegas Global Inc.
                5555 S. Pecos Rd
                Las Vegas, NV 89120

Case Number: 11-18896

Involuntary Chapter 11 Petition Date: June 6, 2011

Court: District of Nevada (Las Vegas)

Petitioner's Counsel: Robert Atkinson, Esq.
                      KUPPERLIN LAW
                      10120 S Eastern Ave., Suite 202
                      Henderson, NV 89052
                      Tel: (702) 614 0600
                      Fax: (702) 614 0647
                      E-mail: robert@kupperlin.com

1st Las Vegas Global Inc.'s petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
331528 LLC               monies lent plus       $810,000
c/o Kupperlin Law        interest
10120 S. Eastern Ave
Suite 202
Henderson, NV 89052

Pacific Blue             monies leant, profits  $250,000
Enterprises Ltd.         owed, and collections
c/o Kupperlin Law
10120 S. Eastern Ave.
Suite 202
Henderson, NV 89052

360710 B.C. LTD.         monies lent, profits   $270,000
c/o Kupperlin Law        owed and collections
10120 S. Eastern Ave
Suite 202
Henderson, NV 89052

FCC Leasing Ltd.         monies lent, profits   $180,000
c/o Kupperlin Law        owed and collections
10120 S. Eastern Ave
Suite 202
Henderson, NV 89052

0831031 B.C. Ltd.        profits owed and       $10,000
c/o Kupperlin Law        collections
10120 S. Eastern Ave
Suite 202
Henderson, NV 89052

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
1st Las Vegas Global Fund 1, Ltd.      11-16970   05/05/11


2001 PROPERTIES: U.S. Trustee Wants Bankruptcy Case Dismissed
-------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, asks the U.S.
Bankruptcy Court for the District of Colorado to dismiss the
Chapter 11 case of 2001 Properties LLC because the Debtor's
monthly operating reports for March and April 2011 have not been
provided or filed.

Mission Hills, Kansas-based 2001 Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-
32331) on Aug. 31, 2010.  Guy B. Humphries, Esq., in Denver,
Colorado, assists the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $35,000,032 in total assets and
$44,404,244 in total liabilities as of the Petition Date.

The trustee has not appointed a trustee, an examiner or an
unsecured creditors committee in Debtor's case.


207 REDWOOD: Wants Plan Exclusivity Until Aug. 1
------------------------------------------------
207 Redwood LLC asks the U.S. Bankruptcy Court for the District of
Maryland to extend its exclusive period to solicit acceptances of
its Chapter 11 plan until Aug. 1, 2011.

The Debtor tells the Court that due to the recent amendment of its
proposed Chapter 11 plan, it requires additional time to attempt
to negotiate these revisions with its secured lender, RL BB
Financial LLC and other parties-in-interest.  While the Debtor
expects the negotiations to conclude shortly, they may not be
finalized and implemented within the current exclusive
solicitation period.

A full-text copy of the disclosure statement explaining the
Amended Chapter 11 Plan is available at no charge at
http://bankrupt.com/misc/207REDWOOD_DS.pdf

Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11
protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010.
James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at
Logan, Yumkas, Vidmar & Sweeney LLC, in Annapolis, Md., assist the
Debtor in its restructuring effort.  In its amended schedules, the
Debtor disclosed $14,500,000 in assets and $24,097,109 in
liabilities as of the Petition Date.


261 CW SPRINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 261 CW Springs, Ltd
        1221 I-35 E, Suite 200
        Carrollton, TX 75006

Bankruptcy Case No.: 11-33757

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Richard W. Ward, Esq.
                  6860 N. Dallas Parkway, Suite 200
                  Plano, TX 75024
                  Tel: (214) 220-2402
                  E-mail: rwward@airmail.net

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 Jeff Shirley, authorized
representative.


7784 COLLEGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 7784 College Circle Property
          dba Tan Tara Club Apartments
        7784 N. College Circle
        North Richland Hills, TX 76180

Bankruptcy Case No.: 11-43295

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Philip W. Twente, president of general
partner.


94TH AND SHEA: Plan Confirmation Hearing Scheduled for July 7
-------------------------------------------------------------
Judge Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona scheduled the initial hearing to consider
confirmation of the Plan of Reorganization proposed by 94th and
Shea, L.L.C., for July 7, 2011, at 10:00 a.m.

94th and Shea obtained approval on May 20, 2011, of the disclosure
statement explaining its reorganization plan after amending the
disclosure statement to incorporate and address the Court's and
objecting party's comments and concerns expressed during the
disclosure statement hearing.

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

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

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

A full-text copy of the Disclosure Statement Order is available
for free at http://ResearchArchives.com/t/s?7635

                       About 94th and Shea

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

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


94TH AND SHEA: Wants Plan Exclusivity Extended Until Nov. 19
------------------------------------------------------------
94th and Shea, L.L.C., asks the U.S. Bankruptcy Court for the
District of Arizona to extend until Nov. 19, 2011, its exclusive
period within which to obtain acceptances of its amended plan of
reorganization.

John J. Hebert, Esq., at Polsinelli Shughart PC, in Phoenix,
Arizona, tells the Court that if another party is allowed to file
a competing plan, particularly a liquidating plan, JPMCC 2007-
CIBC19 Shea Boulevard, LLC (a secured lender owed $21,000,000)
will have little incentive to engage in the "consensual
development" of a reorganization plan, Debtor will lose its
leverage to negotiate a consensual plan, and the Congressionally
recognized purpose for the grant of exclusivity, specifically, and
the goal of Chapter 11, generally, will be lost.

The Debtor, Mr. Hebert asserts, should be given an adequate
opportunity to obtain acceptances of its Plan and, if the Plan is
not acceptable to JPMCC, to engage in discussions to reach a
consensual plan.

                       About 94th and Shea

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

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


94TH AND SHEA: Can Continue to Use Cash Collateral Until July 31
----------------------------------------------------------------
Judge Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona allowed 94th and Shea, L.L.C., to continue
using cash collateral through July 31, 2011.

The Debtor, pursuant to a court-approved stipulation with its
lender, JPMCC 2007-CIBC 19 Shea Boulevard, LLC, is allowed the use
of cash collateral pursuant to the terms of a budget through and
including July 31, 2011, with a 10% variance permissible on a
category basis, except that the Debtor is not authorized to use
cash collateral to pay asset management fees or any other payments
to John Rosso or Steve Goodhue without further order of the Court.

Any cash in which the Lender claims an interest which is received
by the Debtor but not expended pursuant to the Budget, will be
sequestered unless and until the Debtor obtains an order from the
Court or the consent of Lender authorizing its use.

As adequate protection for the Debtors' use of cash collateral,
Lender will be and is granted a replacement lien in the cash
collateral that is held in the Debtors' debtor-in-possession
operating accounts, to the same extent, and with the same validity
and priority, as existed prior to the filing of the Debtors'
bankruptcy cases.

A full-text copy of the court-approved stipulation with the cash
collateral budget is available for free at:

                http://ResearchArchives.com/t/s?7637

                       About 94th and Shea

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

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


ACCREDITED HOME: Settles Labor Class Suits for $2 Million
---------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a Texas federal
judge dismissed two class actions brought against Accredited Home
Lenders Holdings Inc. by former employees after a Delaware
bankruptcy court approved a $2 million settlement between the
plaintiffs and the bankrupt subprime mortgage lender.

According to Law360, the plaintiffs sued AHLH in August 2007 for
instituting a mass layoff at the company's facility in Austin,
Texas, without giving the employees 60 days' notice as required by
the Worker Adjustment and Retraining Notification Act.

                       About Accredited Home

San Diego, California-based Accredited Home Lenders Holding Co. --
http://www.accredhome.com/-- was a mortgage banker servicing U.S.
markets for conforming and non-prime residential mortgage loans
operating throughout the U.S. and in Canada.  Accredited sold its
mortgage-servicing business in July 2009 as part of its
bankruptcy.

Accredited Home Lenders and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 09-11516) on May 1, 2009.
Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T.
Moore, Esq., at Hunton & William LLP, serve as the Debtors'
bankruptcy counsel.  Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as Delaware counsel.  Kurtzman Carson Consultants
is the Debtors' claims agent.  Andrew I Silfen, Esq., Schuyler G.
Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New
York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in
Washington, DC, represent the official committee of unsecured
creditors as co-counsel.  Neil R. Lapinski, Esq., and Shelley A.
Kinsella, Esq., at Elliott Greenleaf, represent the Committee as
Delaware and conflicts counsel.

Accredited Home Lenders estimated its assets at $10 million to
$50 million and its debts at $100 million to $500 million in
its Chapter 11 petition.


AFY INC: Court Disallows Rolling Stone Land's Claim
---------------------------------------------------
Chief Judge Thomas L. Saladino disallowed a $168,750 claim of
Rolling Stone Land & Cattle, LLC, against the estate of AFY Inc.,
at the behest of Korley B. and Robert A. Sears.  The Sears' claim
objection was joined by the Chapter 7 trustee for AFY.  The claim
was originally for $625,000 but Rolling Stone agreed to reduce the
amount.

The Court also ruled that the objection to claim Nos. 8, 9, and
10, filed by Robert A. and Korley B. Sears, is denied.  The Court
also disallowed claim No. 26 -- for $5,325,291 -- filed by Korley
B. Sears.  Rhett R. Sears, Rhett R. Sears Revocable Trust, Ron H.
Sears Trust, Ronald H. Sears, and Dane R. Sears objected to claim
No. 26.

The claims arose from the Chapter 7 Trustee's bid to assume
various executory contracts including certain pre-petition
contracts to sell certain real estate to Rolling Stone.  Problems
arose for the trustee in assuming the contracts because AFY was
not the only seller involved in the executory contracts.  In
particular, Sears Cattle Co., a Nebraska corporation, was a joint
owner of two of the tracts of real estate involved in the sale.
To complete the closing, a deed from Sears Cattle Co. was needed.
Sears Cattle Co. is owned and controlled by Robert and/or Korley,
who initially refused to cooperate, forcing the trustee to file a
motion to compel and commenced an adversary proceeding.

A copy of the Court's June 8, 2011 Order is available at
http://is.gd/uWAFv4from Leagle.com.

                         About AFY Inc.

Ainsworth, Nebraska-based AFY, Inc., doing business as Ainsworth
Feed Yards Company, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Neb. Case No. 10-40875) on March 25, 2010.
Jerrold L. Strasheim, Esq., in Omaha, served as the Debtor's
counsel.  AFY estimated its assets and debts at $10 million to
$50 million as of the bankruptcy filing.

Affiliates Robert A. Sears and Korley B. Sears filed Chapter 11
petitions (Bankr. D. Neb. Case Nos. 10-40275 and 10-40277) on
Feb. 12, 2010.  Mr. Strasheim also represented the Sears Debtors.

Disputes arose in the three cases as to who actually owned or
controlled the voting rights of the shares of stock in AFY.  The
disputes were between Robert and Korley Sears on the one hand and
members of the Sears family on the other hand.  Partly due to this
dispute over the ownership and control of AFY, on April 29, 2010,
the Bankruptcy Court granted a motion to appoint a Chapter 11
trustee.  Joseph H. Badami was subsequently appointed as the
Chapter 11 trustee.  Mr. Strasheim withdrew as attorney for AFY in
June 2010.

The case was converted to one under Chapter 7 on the trustee's
motion.


ALL YOU, LLC: Hearing on Lender's Case Conversion Plea on June 29
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
will convene a hearing on June 29, 2011, at 9:00 a.m., to consider
secured creditor First Security Bank's request to convert the
Chapter 11 case of All You, LLC, to one under Chapter 7 of the
Bankruptcy Code.

First Security Bank is the single largest creditor of Debtor and
holds a mortgage lien on all of the Debtor's real properties,
which comprise all of the Debtor's assets other than a checking
account.  First Security's lien is in the total amount $5,934,285
as of April 20, 2011, with interest continuing to accrue thereon.

To date, the rents received by the Debtor have been insufficient
to pay the interest which continues to accrue on its debt to First
Security, and no portion of the principal has been paid.

First Security wants the case converted because:

   a) there is a substantial and continuing diminution of the
      value of the estate;

   b) the Debtor is unable to obtain a confirmation of its plan of
      reorganization; and

   c) the Debtor's monthly rental income is insufficient to pay
      for the upkeep and maintenance of the real properties, and
      is insufficient to pay the interest accruing on the lien on
      the real properties.

First Security says an orderly wind down of the Debtor's business
operations and liquidation of the assets is the only way in which
the current value of the Debtor's estate will be preserved for the
benefit of creditors.

                   Property Unusable Due to Fire

In response to the case dismissal request, the Debtor informed the
bankruptcy court that on March 24, 2011, a fire occurred in the
convenience store/gas station, Suite 1395, Henri De Tonti,
Tontitown, Arkansas.  The Debtor said the fire has caused the
property to be unusable at the moment, but stated that it has
received a check from the insurance company to begin repair of the
property.

The Debtor said its attorney has been in communication with First
Security's attorney to allow for the repair of the property
without violating the cash collateral order.  If the Debtor does
not have consent by First Security to use the proceeds to repair
the property, the Debtor will file a motion seeking to obtain
Court approval to do the same.

First Security is represented by:

         GARY D. JILES, P.A.
         The Frauenthal Building
         904 Front Street
         Conway, AR 72032
         Tel: (501) 329-1133
         E-mail: gjiles@jacknelsonjones.com

                        About All You, LLC

Fayetteville, Arkansas-based All You, LLC, filed for Chapter 11
bankruptcy protection (Bankr. W.D. Ark. Case No. 10-74049) on Aug.
2, 2010.  Don Brady, Esq., at Blair, Brady & Henson represents the
Debtor in its restructuring effort.  The Debtor disclosed
$10.98 million in assets and $5.51 million in liabilities as of
the Petition Date.  The U.S. Trustee for Region 16 was unable to
form an official committee of unsecured creditors for the Chapter
11 case.


AMBASSADORS INT'L: Committee Can Hire Kelley Drye as Counsel
------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases Ambassadors International, Inc.,
et al., to retain Kelley Drye & Warren LLP as its counsel.

As reported in the Troubled Company Reporter on May 17, 2011,
Kelley Drye is expected to, among other things:

  1. advise the Committee with respect to its rights, duties and
     powers in the Chapter 11 cases;

  2. assist and advise the Committee in its consultation with the
     Debtors; and

  3. review and analyze the Debtors' motion to approve bidding
     procedures.

Kelley Drye will charge the Debtors' estates in accordance with
its customary hourly rates.  The firm's hourly rates are:

         Personnel             Hourly Rate
         ---------             ----------
          Partners             $525 - $800
         Associates           $305 - $475
         Paraprofessionals    $150 - $200

According to Craig A. Wolfe, partner at the firm, the firm does
not represent and does not hold any interest adverse to the
Debtors' estates or their creditors in matters upon which the firm
is to be engaged.

                 About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
members to the official committee of unsecured creditors in the
Debtors' cases.  Lowenstein Sandler PC serves as the Committee's
co-counsel.  Bifferato Gentilotti is the committee's Delaware
Counsel.

At Dec. 31, 2010, the Company's consolidated balance sheet showed
$80.26 million in total assets, $87.64 million in total
liabilities, and a stockholders' deficit of $7.38 million.


AMBASSADORS INT'L: Lowenstein Sandler OK'd as Committee Co-Counsel
------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized t he Official Committee of Unsecured
Creditors in the Chapter 11 cases Ambassadors International, Inc.,
et al., to retain Lowenstein Sandler PC as its co-counsel.

As reported in the Troubled Company Reporter on May 18, 2011,
Lowenstein Sandler is expected to, among others:

  a) provide legal advice as necessary with respect to the
     Committee's powers and duties as an official committee
     appointed under 11 U.S.C. Section 1102;

  b) assist the Committee in investigating the acts, conduct,
     assets, liabilities, and financial condition of the Debtors,
     the operation of the Debtors' business, potential claims, and
     any other matters relevant to the cases or to the formulation
     of a plan of reorganization;

  c) participate in the formulation of a Plan; and

  d) provide legal advice as necessary with respect to any
     disclosure statement and Plan filed in this case and with
     respect to the process for approving or disapproving
     disclosure statements and confirming or denying confirmation
     of a Plan.

Lowenstein Sandler's hourly rates are as follows:

         Partners             $440 - $825
         Senior Counsel       $390 - $575
         Counsel              $340 - $575
         Associates           $235 - $450
         Legal Assistants     $145 - $215

John K. Sherwood, Esq., a member of Lowentein Sandler, assured the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                 About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
members to the official committee of unsecured creditors in the
Debtors' cases.  Kelley Drye & Warren LLP serves the Committee as
its counsel.  Bifferato Gentilotti is the committee's Delaware
Counsel.

At Dec. 31, 2010, the Company's consolidated balance sheet showed
$80.26 million in total assets, $87.64 million in total
liabilities, and a stockholders' deficit of $7.38 million.


AMBASSADORS INT'L: Bifferato OK'd as Committee's Delaware Counsel
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Unsecured
Creditors in the Chapter 11 cases Ambassadors International, Inc.,
et al., to retain Bifferato Gentilotti LLC as its Delaware
counsel.

As reported in the Troubled Company Reporter on May 18, 2011,
Bifferato Gentilotti is expected to, among other things:

   a) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtors' businesses, potential claims,
      and any other matters relevant to the cases or to the
      formulation of a plan of reorganization;

   b) participate in the formulation of a Plan; and

   c) assist the Committee in requesting the appointment of a
      trustee or examiner, if the action be necessary.

The hourly rates of Bifferato Gentilotti's personnel are:

         Members/Counsel/Associates          $275 - $345
         Paralegals/Legal Assistants         $150 - $195

To the best of the Committee's knowledge, Bifferato Gentilotti is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                 About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
members to the official committee of unsecured creditors in the
Debtors' cases.  Kelley Drye & Warren LLP serves the Committee as
its counsel.  Lowenstein Sandler PC serves as the Committee's co-
counsel.

At Dec. 31, 2010, the Company's consolidated balance sheet showed
$80.26 million in total assets, $87.64 million in total
liabilities, and a stockholders' deficit of $7.38 million.


AMTRUST FIN'L: Ruling Has Significant Implications to Regulators
----------------------------------------------------------------
A federal judge, following the recommendation of an advisory jury,
ruled in favor of AmFin Financial Corporation (AFC) in a case of
first impression nationally with significant implications for
federal bank regulators that attempt to make holding companies
responsible for maintaining the capital of a failed bank or
savings and loan association.  AFC, the savings and loan holding
company formerly known as AmTrust Financial Corporation, is
represented by Squire, Sanders & Dempsey.

U.S. District Court Judge Donald C. Nugent ruled AFC did not make
any commitment to maintain the capital of its former subsidiary,
as alleged by the Federal Deposit Insurance Company (FDIC).  This
is the first case in the nation to go to trial over the issue of
whether a holding company that later filed for bankruptcy was
responsible for maintaining the capital of its savings and loan
subsidiary.  Notably, after the FDIC rested its case, AFC decided
not to call any witnesses to refute the FDIC's claim, instead
successfully arguing that the FDIC failed to meet its burden to
establish the existence of any commitment by AFC to its regulator,
the Office of Thrift Supervision (OTS), to maintain the capital of
AmTrust Bank.

Squire Sanders lawyers Philip M. Oliss, Stephen J. Lerner and G.
Christopher Meyer represent AFC.

The dispute arose in AFC's Chapter 11 case, which was filed in
November 2009, shortly before its then wholly owned subsidiary,
AmTrust Bank, was placed into receivership by the OTS.  The FDIC,
which was appointed receiver, claimed AFC breached a commitment
under section 365(o) of the Bankruptcy Code to maintain AmTrust
Bank's capital when AFC stipulated to an OTS cease and desist
order.  The FDIC sought approximately US$500 million in damages as
a priority claim in the AFC bankruptcy.  AFC claimed that no such
commitment was made or intended by AFC or the OTS, and that the
FDIC's case rested on its own interpretation of documents that
contained no capital guarantee.  The parties made their cases to
Judge Nugent and a 12-member advisory jury during a four-day
trial.  The advisory jury found for AFC on April 23.

On June 6, Judge Nugent entered judgment in favor of AFC,
expressly finding that "[t]he documents that the FDIC alleged to
contain capital maintenance commitments . . . do not contain a
commitment to maintain the capital of the bank that is enforceable
under [section] 365(o) of the U.S. Bankruptcy Code."
Acknowledging the unanimous jury's conclusion, Judge Nugent noted
that "[t]he Court is not bound by the advisory jury's
determination, but finds that it comports fully with the weight of
the evidence presented at trial."

The case centered on a question of fact - did AFC make a
commitment to the OTS to maintain the capital of AmTrust Bank? The
jury and Judge Nugent considered the facts and both concluded that
the evidence did not support the existence of such a commitment.

The case creates precedent limiting federal regulators' ability to
enforce alleged capital commitments in the absence of unambiguous
documents clearly demonstrating the intent to enter into a
specific commitment.

The case is also notable for the court's innovative use of an
advisory jury to assist in resolving core questions of fact.
Ronald L.  Glass, AFC's Chief Executive Officer and a founder of
GlassRatner Advisory & Capital Group in Atlanta, said he is
gratified by the conclusion drawn by Judge Nugent and by the
advisory jury.

"This decision emphatically validates AFC's position that at no
time had it made or intended to make a commitment to capitalize
AmTrust Bank and that AFC's prior management and board made every
effort to avoid the bank's failure," Glass said

                   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.


ARK DEVELOPMENT: U.S. Trustee Will Not Appoint Unsecured Committee
------------------------------------------------------------------
The U.S. Trustee for Region 22 told the U.S. Bankruptcy Court for
the Southern District of Florida that it would not appoint an
Official Committee of Unsecured Creditors of Ark
Development/Oceanview LLC.

                  About Ark Development/Oceanview

Ark Development/Oceanview LLC owns three pieces luxury homes in
Fort Lauderdale, Florida -- at 1431 North Atlantic Boulevard; 1427
North Atlantic Boulevard; and 1423 North Atlantic Boulevard.  All
three properties are in the final stages of the construction
process.  The Debtor estimates that the value of each property is
roughly $4 million.

Ark Development/Oceanview filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 11-20382) on April 18, 2011.  Judge John K.
Olson presides over the case.  It scheduled assets of $12,000,000
and debts of $9,772,531.


ARROWHEAD RESEARCH: Gets Add'l Grace Period to Comply With NASDAQ
-----------------------------------------------------------------
Arrowhead Research Corporation, on June 7, 2011, received a
notification from the NASDAQ Stock Market indicating that the
Company will have an additional 180-day grace period, until
December 5, 2011 to regain compliance with NASDAQ's $1.00 minimum
bid requirement.  The notification indicated that the Company did
not regain compliance during the initial 180-day grace period
provided under the rule.  In accordance with NASDAQ Marketplace
Rule 5810(c)(3)(A), the Company is eligible for the additional
grace period because it meets the initial listing requirements for
the NASDAQ Capital Market except for the bid price and provided
written notice of its intention to cure the deficiency during the
second compliance period by effecting a reverse stock split, if
necessary.

The NASDAQ letter does not impact Arrowhead's listing on The
NASDAQ Capital Market at this time and Arrowhead's common stock
will continue to trade under its current symbol "ARWR" during the
additional 180-day compliance period.

"This extension provides us with another six months to further our
business, technical and organizational milestones, which we
believe will lead to a higher market value of our stock," said
Chris Anzalone, Arrowhead's President and CEO.  "While we have no
immediate plans to implement a reverse stock split at this time,
seeking approval of this measure serves as a prudent and
precautionary step as we work to increase our valuation through
organic growth."

The Company can regain compliance by maintaining a minimum closing
bid price of $1.00 per share for 10 consecutive business days.  If
Arrowhead does not meet the minimum bid requirement during the
180-day grace period, NASDAQ will provide written notification to
the Company that its common stock will be subject to delisting.
At that time, the Company can ask NASDAQ for a hearing to present
a plan to regain compliance.

                    About Arrowhead Research

Arrowhead Research Corporation --
http://www.arrowheadresearch.com/-- is a nanomedicine company
developing innovative therapeutic products at the interface of
biology and nanoengineering to cure disease and improve human
health.  Arrowhead addresses its target markets through focused
subsidiaries, which include: Calando Pharmaceuticals, a leader in
delivering small RNAs for gene silencing; Ablaris Therapeutics, an
anti-obesity therapeutics company; and Nanotope, a regenerative
medicine company.


ASNACO LLC: Taps Bruce Hochstetler for BB&T Foreclosure Appeal
--------------------------------------------------------------
Asnaco LLC asks the U.S. Bankruptcy Court for the Middle District
of Florida for permission to employ Bruce Hochstetler as attorney
to handle the Debtor's appeal of the summary final judgment of
foreclosure entered in favor of BB&T Bank in October 2010 in
Circuit Court, Flagler County.

For services rendered prepetition, the Debtor paid $5,000 to
Mr. Hochstetler.  To conclude the appeal, he has required the sum
of $2,500 plus expenses with the final bill subject to review and
bankruptcy court approval.

The Debtor assures the Court the Mr. Hochstetler is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Asnaco LLC

Palm Coast, Florida-based Asnaco LLC filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01907) on
March 20, 2011.  Walter J. Snell, Esq., at Snell & Snell, P.A.,
serves as the Debtor's bankruptcy counsel.

The Debtor disclosed $11,297,894 in assets and $21,928,117 in
debts as of the Petition Date.  The Debtor disclosed that its
condominium project in Flagler County, Florida, is worth
$11,180,000, with Branch Banking and Trust Company owed
$12,934,196 for a first mortgage on the property.


ASNACO LLC: Can Access Cash Collateral of BB&T Bank
---------------------------------------------------
The Hon. Jerry A. Funk at the U.S. Bankruptcy Court for the Middle
District of Florida authorized Asnaco LLC to use cash collateral
of secured creditor Branch Banking and Trust Company in accordance
with a three-month projected cash flow that lasts until June.

Proceeds of the cash collateral will be used to maintain and
preserve the Debtor's property as well as to continue to market
and lease vacant condominium units.

The Debtor agreed to provide $20,000 per month to the secured
creditor as adequate protection.

A full-text copy of the cash collateral budget is available for
free at http://bankrupt.com/misc/ASNACO_Budget.pdf

                         About Asnaco LLC

Palm Coast, Florida-based Asnaco LLC filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01907) on
March 20, 2011.  Walter J. Snell, Esq., at Snell & Snell, P.A.,
serves as the Debtor's bankruptcy counsel.

The Debtor disclosed $11,297,894 in assets and $21,928,117 in
debts as of the Petition Date.  The Debtor disclosed that its
condominium project in Flagler County, Florida, is worth
$11,180,000, with Branch Banking and Trust Company owed
$12,934,196 for a first mortgage on the property.


ASNLY LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: ASNLY, LLC
        327 Cole Street
        Dallas, TX 75207

Bankruptcy Case No.: 11-33770

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: W. "Trey" R. Dyer, III, Esq.
                  CHERRY PETERSEN LANDRY ALBERT LLP
                  8350 N. Central Expressway, Suite 800
                  Dallas, TX 75206
                  Tel: (214) 265-7007
                  Fax: (214) 265-7008
                  E-mail: tdyer@cplalaw.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 Ali Yamin, managing member.


AVANTOR PERFORMANCE: S&P Affirms 'B+' Corporate; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '2' recovery rating to Avantor Performance Materials Holdings
S.A.'s proposed $185 million term loan maturing 2017. The '2'
recovery rating indicates the expectation for substantial (70%-
90%) recovery in the event of a payment default. The company's
wholly owned U.S.-based subsidiary, Avantor Performance Materials
Holdings Inc., is the borrower on the term loan. At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating on the
company. The outlook is stable.

The Luxembourg-based specialty chemical company is using the
proceeds from the proposed term loan to refinance its outstanding
term loan and fund the acquisition of POCH S.A. Following
completion of the financing, Avantor's senior secured credit
facilities will consist of a $35 million revolving credit facility
due 2016 and the $185 million term loan due 2017.

"The ratings on Avantor reflect the company's limited business
diversity, customer concentration (particularly in chemicals for
electronics), acquisitive growth strategy, and limited track
record as a stand-alone company," said Standard & Poor's credit
analyst Seamus Ryan. "We characterize Avantor's business risk
profile as weak and its financial risk profile as aggressive."

Avantor is a provider of high-purity chemicals to laboratory,
pharmaceutical, and microelectronics end markets with trailing-12-
month sales of $529 million as of March 31, 2011, pro forma for
recent acquisitions. The company is still in the process of
establishing itself as a stand-alone company, transitioning
away from the Mallinckrodt brand (which represents less than 20%
of sales) to the new Macron brand, and integrating recent
acquisitions in India and Poland.


B AND H: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: B and H Flowers, Inc.
        3615 Foothill Road
        Carpinteria, CA 93013

Bankruptcy Case No.: 11-12650

Chapter 11 Petition Date: June 3, 2011

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

Judge: Robin Riblet

Debtor's Counsel: Eric W. Burkhardt, Esq.
                  BEALL & BURKHARDT
                  1114 State St., Ste 200
                  Santa Barbara, CA 93101
                  Tel: (805) 966-6774
                  Fax: (805) 963-5988
                  E-mail: castlesb@aol.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-12650.pdf

The petition was signed by Hans Brand, chief executive officer.


BARBETTA LLC: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Barbetta, LLC
          fdba Hester 1996 Family Limited Partnership
               South Pollock Street Development & Sign Co., LLC
               Hester 5, LLC
               Hester 8, LLC
        P.O. Box 97
        Selma, NC 27576

Bankruptcy Case No.: 11-04370

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Scheduled Assets: $24,889,321

Scheduled Debts: $12,855,596

The petition was signed by Charles E. Hester, member manager.

Affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Charles & Barbetta Hester             11-04375         06/06/11

Barbetta, LLC's List of 17 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CommunityOne Bank                  1065 Vinehaven       $1,373,117
101 Sunset Avenue                  Court, Concord NC
Asheboro, NC 27203

Southern Concrete Materials        Judgment in             $90,000
P.O. Box 5395                      Buncombe County
Asheville, NC 28813

Cumberland County Tax Coll         2009 & 2010             $44,637
P.O. Box 449                       Property Taxes
Fayetteville, NC 28302

Kruse Concrete                     --                      $31,586

Emminger Mechanical                --                      $30,000

Buncombe County Tax Coll.          2010 Property Taxes     $25,705

Snow Creek Nursery                 --                      $25,000

Bushwackers Landscaping            212 Highway 49,         $21,914
                                   Richfield NC

Skyrock Concrete                   --                      $17,713

Cabarrus County Tax Office         2010 Property Taxes     $16,795

Don Ellis Electric                 --                      $16,000

Durham County Tax Coll             2010 Property Taxes     $11,275

NCO Financial Systems              --                       $7,184

Deals Auto Glass                   --                       $7,000

Herrera Masonry                    --                       $4,500

Caldwell Property Owners Assoc.    Property Management      $4,400
                                   Dues

Town of Harrisburg Tax Coll        Property Taxes             $709


BEARINGPOINT INC: DOI to Pay $5 Million to Settle Contract Suits
----------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that the U.S. Department
of the Interior agreed Tuesday to drop a $47 million claim and
instead cough up a $5 million judgment in order to settle two
suits brought by once-bankrupt BearingPoint Inc. over a canceled
contract.

Law360 relates that Judge Thomas C. Wheeler of the U.S. Court of
Federal Claims signed off on a $5 million judgment in favor of
BearingPoint, which emerged from bankruptcy in 2009, and left each
side to bear its owns costs and attorneys' fees pursuant to a
settlement agreement.

                       About BearinPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection (Bankr. S.D.N.Y., Case No.
09-10691) on Feb. 18, 2009.  BearingPoint disclosed total assets
of $1.655 billion and debts of $2.201 billion as of Dec. 31, 2008.

The Debtors' legal advisor was Weil, Gotshal & Manges, LLP.  Their
restructuring advisor was AlixPartners LLP, and their financial
advisor and investment banker was Greenhill & Co., LLC.  Jeffrey
S. Sabin, Esq., at Bingham McCutchen LLP represented the
Creditors' Committee.  Garden City Group served as claims and
notice agent.

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and pursued a sale of its units, after
determining that creditor recoveries would be maximized through
sales of the businesses.

On Dec. 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan.  On
Dec. 31, 2009, a Notice of Effective Date of the Plan was filed
with the Bankruptcy Court.  John DeGroote was appointed as
liquidating trustee under the Plan.  The liquidating trustee is
represented by Katherine Dobson, Esq., at Bingham McCutchen, in
Hartford, Connecticut.  The trustee also has retained McKool Smith
P.C. and Whiteford, Taylor & Preston L.L.P. to pursue claims
against former company officers.

Attorneys for John DeGroote can be reached at:

          BINGHAM McCUTCHEN LLP
          Jeffrey S. Sabin, Esq.
          399 Park Avenue
          New York, NY 10022
          Telephone: (212) 705-7000
          Facsimile: (212) 702-3668
          E-mail: jeffrey.sabin@bingham.com

          Sabin Willett, Esq.
          One Federal Street
          Boston, MA 02110
          Telephone: (617) 951-8000
          Facsimile: (617) 345 - 5033
          E-mail: sabin.willett@bingham.com

               - and -

          MCKOOL SMITH P.C.
          Peter S. Goodman, Esq.
          One Bryant Park, 47th Floor
          New York, NY 10036
          Telephone: (212) 402-9400
          Facsimile: (212) 402-9444
          E-mail: pgoodman@mckoolsmith.com

          Lew LeClair, Esq.
          Robert Manley, Esq.
          300 Crescent Court, Suite 1500
          Dallas, TX 75201
          Telephone: (214) 978-4000
          Facsimile: (214) 978-4044
          E-mail: lleclair@mckoolsmith.com
                  rmanley@mckoolsmith.com

          Basil A. Umari
          600 Travis, Suite 7000
          Houston, TX 77002
          Telephone: (713) 485-7300
          Facsimile: (713) 485-7344
          E-mail: bumari@mckoolsmith.com


BERNARD L MADOFF: Trustee Opposes Dismissal of Suit vs. HSBC
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. filed papers in U.S. District Court opposing
dismissal of some of the $9 billion or more in claims he filed
against HSBC Holdings Plc.  Whether part of his suit will be
dismissed may be decided at a June 23 hearing before U.S. District
Judge Jed Rakoff.

Mr. Rochelle relates that on June 8, Judge Rakoff officially laid
out the three issues he will decide in the Madoff trustee's suit
against UniCredit SpA.  After he decides whether the trustee's
claims withstand attack, Judge Rakoff said he "expects to return
the Kohn action to the bankruptcy court, barring unforeseen
circumstances."  Judge Rakoff ruled in April that threshold issues
in the lawsuit against London-based HSBC should be decided in
district court, not in bankruptcy court.

According to the report, the trustee explained in his papers this
week how the investments sent by HSBC to Madoff "were so
significant that they effectively rescued the Ponzi scheme from
imminent collapse in 2001."  As a result, the trustee alleges,
Madoff "ensnared thousand more victims and enabled the theft of
additional billions of dollars."

Mr. Rochelle adds that in papers filed June 7, the Madoff trustee
pleaded with Judge Rakoff not to dismiss any part of the suit
because the bank "developed a cottage industry around Madoff."  On
the issues raised by HSBC for dismissal, the Madoff trustee
explains how the Securities Investor Protection Act grants him
"powers beyond that of a traditional bankruptcy trustee."  He
argues that he isn't simply the successor to the Madoff firm.
According to the trustee, he "also stands independently to do what
is necessary" for the benefit of customers and the money they are
entitled to receive.

HSBC can file another set of papers on June 17, in advance of the
hearing before Rakoff June 23 to decide whether five of the 24
counts in the complaint should be dismissed.

The Madoff trustee's amended complaint alleges that HSBC "enabled"
Madoff's Ponzi scheme and engaged in "financial fraud and
misconduct" by being "willfully and deliberately bind to the
fraud."  The complaint seeks $9 billion on "theories of
contribution" and $2.3 billion for receipt of fraudulent
transfers.  The HSBC lawsuit in bankruptcy Court is Picard v. HSBC
Bank Plc (In re Bernard L. Madoff Investment Securities Inc.), 09-
1364, U.S. Bankruptcy Court, Southern District of New York
(Manhattan); The HSBC suit in U.S. District Court is Picard v.
HSBC Bank Plc, 11-763, U.S. District Court, Southern District of
New York (Manhattan).

With respect to the UniCredit suit, the Madoff trustee is also
suing UniCredit subsidiary Bank Austria, Bank Medici AG and Sonja
Kohn, its founder.  The trustee seeks damages of $19.6 billion
trebled to $58.8 billion if he can prove the actions qualify as a
criminal enterprise under the federal Racketeer Influenced &
Corrupt Organizations Act.  The UniCredit case in district court
is Picard v. Kohn, 11-1181, U.S. District Court, Southern District
of New York (Manhattan).

Judge Rakoff, according to the Bloomberg report, ruled formally
June 8 that it's proper for a district judge to rule initially on
three issues.  First, he will decide if the trustee has standing,
or the right to bring the suit instead of Madoff customers
individually.  Second, he will rule whether some of the trustee's
claims are barred by a federal statute called the Securities
Litigation Uniform Standards Act.  Third, Judge Rakoff will decide
if the trustee is barred from bringing the Rico claims because
they are "extraterritorial in nature," among other reasons.

Judge Rakoff laid down a schedule for deciding the threshold
issues before sending the case back to bankruptcy court.  The
defendants must file their motion to dismiss by July 25.  The
trustee will submit his responsive papers Aug. 29, with the
defendants allowed to file replies Sept. 2.  Judge Rakoff will
hold oral argument on the dismissal motion on Sept. 19.  Judge
Rakoff said he will file a written opinion later giving reasons
why it's proper for the issues to be decided initially in district
court rather than bankruptcy court.

                      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 CANADA: Says Dish Deal Threatens Operation
------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Blockbuster Canada's
receiver filed an objection in New York bankruptcy court on Monday
claiming that Blockbuster Inc. is trying to terminate intellectual
property licenses that are crucial to the continued operation of
the bankrupt brick-and-mortar video chain's Canadian arm.

Law360 says the objection was lodged by Grant Thornton Ltd., which
was appointed receiver for Blockbuster Canada in May in an Ontario
court after Blockbuster Inc. sold its assets to Dish Network Corp.

                     About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., has operated video rental stores in Canada using the
Blockbuster trademarks since 1990.  It employs roughly 4,000
employees in more than 400 stores across 10 Canadian provinces.
Blockbuster Canada's corporate head office is located in
Etobicoke, Ontario.

Blockbuster Canada went into receivership in Canada on May 3,
2011.  Grant Thornton Limited was appointed by the Ontario
Superior Court of Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel for Grant Thornton.  Blockbuster Canada is estimated to
have $50 million to $100 million in assets and liabilities.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 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.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. 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.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BLOCKBUSTER CANADA: Hearing on Chapter 15 Recognition on June 23
----------------------------------------------------------------
Judge Burton Lifland will convene a hearing on June 23, 2011, to
consider the request of Grant Thornton Ltd., the receiver for
Blockbuster Canada Co., seeking:

     (a) recognition by the U.S. Bankruptcy Court of the
         Foreign Representative as the Chapter 15 Debtor's
         "foreign representative" as defined in section 101(24)
         of the Bankruptcy Code; and

     (b) recognition of Blockbuster Canada's receivership
         proceedings before the Ontario Superior Court of
         Justice, Commercial List.

Objections to the receiver's request are due by June 16, 2011.

Congress designed chapter 15 to protect assets and other interests
in the U.S. for parties having commenced restructuring proceedings
in a foreign jurisdiction.  Relief under chapter 15 prevents
dismemberment of U.S. or non-U.S. businesses through actions
commenced in the U.S. and avoids disruptions that otherwise could
derail a party's foreign restructuring.

The Receiver said the Canadian Proceeding is a "foreign
proceeding" as defined in section 101(23) and a "foreign main
proceeding" as defined in section 1502(4) with respect to the
Chapter 15 Debtor, insofar as Canada is the Chapter 15 Debtor's
"center of main interests".

According to the Receiver, the Canadian Proceeding has one
objective: the orderly sale of the Chapter 15 Debtor or its
assets. The Foreign Representative has instituted a motion in the
Canadian Court seeking authority to conduct a sale process for
Blockbuster Canada's assets.

                     About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., has operated video rental stores in Canada using the
Blockbuster trademarks since 1990.  It employs roughly 4,000
employees in more than 400 stores across 10 Canadian provinces.
Blockbuster Canada's corporate head office is located in
Etobicoke, Ontario.

Blockbuster Canada went into receivership in Canada on May 3,
2011.  Grant Thornton Limited was appointed by the Ontario
Superior Court of Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel for Grant Thornton.  Blockbuster Canada is estimated to
have $50 million to $100 million in assets and liabilities.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 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.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. 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.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BOWE BELL + HOWELL: Claims Bar Date Set for July 6
--------------------------------------------------
Chapter11Cases.com reports that Judge Peter J. Walsh of the
Delaware bankruptcy court signed an order on June 2, setting the
deadline for the filing of proofs of claim on account of certain
claims asserted by creditors of Bowe Systec, Inc. and its
affiliates.

According to Chapter11Cases.com, the order requires creditors
"holding or wishing to assert against the Debtors a claim, as that
term is defined in Section 101(5) of the Bankruptcy Code" based
upon an obligation that arose before the petition date (April 18,
2011) to file a proof of claim so as to be actually received by
4:00 p.m. (Eastern) on July 6, 2011.  The report relates that
claims asserted pursuant to section 503(b)(9) of the Bankruptcy
Code are also required to be filed by the bar date.

Proof of claim forms submitted by facsimile or e-mail will not be
accepted.  Chapter11Cases.com notes that the bar date for
governmental entities is October 17, 2011 at 4:00 p.m. (Eastern).

                          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.


BNC SOUTH: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: BNC South Loop Associates, LP
        990 Highland Dr., Ste 203
        Solana Beach, CA 92075

Bankruptcy Case No.: 11-09521

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

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

Estimated Assets: $0 to $50,000

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

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

The petition was signed by The petition was signed by Barry S.
Nussbaum, manager of Managing LLC.


BUTTERMILK TOWNE: Court Approves Mid-America as Broker
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Buttermilk Town Center LLC to employ Mid-America
Real Estate Corporation as broker.

According to the Debtor, following extensive negotiations with
Bank of America, N.A., and in the exercise of its business
judgment, the Debtor believes that a sale of substantially all of
its assets will serve the estate's best interests.  The Debtor
will seek the Court's approval of a sale process designed to
maximize the Property's sale price.  To promote a competitive
bidding process and consistent with the Debtor's obligations under
the Agreed Order Granting Debtor's Fourth Motion for Use of Cash
Collateral dated April 11, 2011, the Debtor must actively market
the Property by engaging a broker in consultation with BOA.

The firm will receive a commission based on the schedule set forth
in the exclusive agreement, not to exceed 1.5% of the total sale
price.  The Debtor will also reimburse the firm's out-of-pocket
marketing and travel expenses, not to exceed $5,000.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                 About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., and Paige Leigh Ellerman, Esq., at Taft Stettinius &
Hollister LLP, in Cincinnati, Ohio, serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


C&D TECHNOLOGIES: Incurs $403,000 Net Loss in April 30 Quarter
--------------------------------------------------------------
C&D Technologies, Inc,. filed with the U.S. Securities and
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $403,000 on $88.31 million of net
sales for the three months ended April 30, 2011, compared with a
net loss of $5.51 million on $84.70 million of net sales for the
same period during the prior year.

The Company's balance sheet at April 30, 2011, showed $253.20
million in total assets, $158.80 million in total liabilities and
$94.40 million in total equity.

Commenting on the quarter, Dr. Jeffrey A. Graves, President and
CEO said, "Our first quarter results were generally in line with
our expectations.  As we had indicated when releasing our year end
results, we expected to report lower revenues this quarter given
the timing of shipments under a large contact in Asia and the
impact of Chinese New Year shutdowns, as well as historical
seasonality in North American Telecom buying patterns as new
budgets were released throughout the quarter.  As we move into the
second quarter of fiscal 2012 we expect to see revenues rebound
from this base in both of these key geographic markets, as our
core markets in Asia continue to expand and the recovery in North
America continues, although at a much slower pace.  In addition to
these market dynamics, following two years of development efforts,
in the second quarter we will be launching an exciting new 2V
product family for wireless telecom and renewable energy
applications, that will combine the demanding quality and
performance characteristics that our customers expect of C&D
products, while being cost competitive in the marketplace.  This
expansion of our 2V product family complements our new 12 volt
'true front access' battery family that we have introduced over
the last year, positioning C&D with one of the broadest and most
modern product offerings for wireless telecom in the world.  These
products are essential to the global wireless network expansions
required to support the growing use of 'smart phones' and tablets
by both individual consumers and businesses alike.  We also expect
further product announcements in the coming quarters reflecting
the benefits of our aggressive R&D efforts over the last several
years."  Dr. Graves concluded, "In addition to these developments
in North America, with our new products reaching full
implementation in our Asian plant in the second quarter, we expect
further growth from customer project awards related to core UPS
and telecommunications business in Asia during the second half of
the year."

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

                        http://is.gd/lnBnu9

                       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.

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.

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.


CALPINE CORP: Fitch Rates New $360-Mil. Term Loan at 'BB/RR1'
-------------------------------------------------------------
Fitch Ratings has assigned its 'BB/RR1' rating to Calpine Corp.'s
recently launched $360 million senior secured credit facility due
2018. The Rating Outlook is Stable. The new term loan will rank
pari passu to the existing first lien debt that consists of the
corporate revolving facility, first lien credit facility and
senior secured notes.

Calpine proposes to use the net cash proceeds from the new term
loan to repay the $345.3 million of term loan borrowings
outstanding under the Metcalf and Deer Park project debt and pay
fees, expenses and swap breakage costs associated with the
transaction. As of March 31, 2011, approximately $247.8 million
and $97.5 million were outstanding under the Metcalf and Deer Park
project debt, respectively. The Metcalf and Deer Park project debt
mature on June 10, 2015 and Jan. 21, 2012, respectively.

Fitch views this transaction as another step by management in its
endeavor to continue to simplify the capital structure. This
transaction increases the availability of unrestricted cash to the
parent by $36 million. Furthermore, Fitch estimates that the
transaction will modestly improve Calpine's credit metrics,
including the projected consolidated gross leverage and funds flow
from operations to total debt as compared to Fitch's earlier
expectations.

The ratings of Calpine reflect its high consolidated gross
leverage and a weak commodity environment that Fitch expects to
persist for another 12-18 months. The rating also reflects the
company's strong liquidity position including a growing free cash
flow profile, manageable debt maturities and consistently
demonstrated capital markets access.

Fitch's recovery valuation for Calpine is based on a hypothetical
default scenario. The default case assumes that current cash
balances are fully depleted and bank facilities are fully drawn.
Fitch values the power generation assets that guarantee the parent
debt using a net present value analysis. A similar NPV analysis is
used to value the generation assets that reside in non-guarantor
subs and the excess equity value is added to the parent recovery
prospects. Under the recovery analysis, there is adequate asset
value to maintain Recovery Ratings at 'RR1' for Calpine's senior
secured lenders. The 'RR1' rating reflects a three-notch positive
differential from Calpine's 'B' Issuer Default Rating (IDR) and
indicates that Fitch estimates outstanding recovery of 91-100%.

Fitch views Calpine's business profile as relatively strong
compared with other merchant generators. The combination of
efficient natural-gas fired plants and Geysers (geothermal) assets
make Calpine's fleet cleaner than other coal-heavy merchant power
generators. Calpine's fleet is also much younger (weighted average
age of the fleet is 11 years) than its peers. As a result, Calpine
is comparatively much less vulnerable to potential stringent
environment regulations addressing greenhouse gas emissions, other
air emissions including SOx, NOx, Mercury and coal ash as well as
water use. Calpine also exhibits relatively lower exposure to
changes in natural gas prices as compared to other coal/ nuclear
competitive power generators

Fitch estimates Calpine's consolidated gross leverage to be
approximately 5.4 times (x) and funds flow from operations (FFO)
to total debt to reach 10% in 2013, thus approaching Fitch's
guideline ratios for a 'B' rated issuer. The net leverage will be
in the 4.5x range due to the company's solid excess cash position,
which is in line with management's stated target. Fitch expects
the company to be free cash flow neutral over 2011-12 after
incorporating both growth and maintenance capex. Beginning 2013,
Fitch expects Calpine to be a strong free cash flow generator.
These metrics do not reflect the potential sale of assets,
including Broad River and Mankato power plants, which could lead
to a further reduction in gross leverage.

The Stable Outlook for Calpine incorporates Fitch's expectation
that its credit metrics improve over the forecast period supported
by solid liquidity profile that should enable the company to
withstand any worsening of the commodity downturn. Positive or
negative rating actions in the near term will likely be driven by
a significant improvement or worsening in the commodity
environment as well as any material change in the company's
capital allocation decisions. Reduction in gross leverage due to
asset sales or other actions will also be a catalyst for positive
rating actions.


CAREMORE HOLDINGS: S&P Puts 'B+' Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit rating on CareMore Holdings Inc. on CreditWatch with
positive implications.

The CreditWatch placement reflects CareMore's anticipated
acquisition by a higher-rated entity (WellPoint Inc.), which
likely will result in an upgrade of up to six notches. The
acquisition is expected to close in the second half of 2011.

"We will continue to monitor CareMore's financial condition as
well as discuss CareMore's capital structure and role within
WellPoint with WellPoint's management," said Standard & Poor's
credit analyst Hema Singh. "Once the transaction is completed, we
could raise the rating by up to six notches, depending on the
amount of debt reduction following the acquisition and our
determination of CareMore's strategic importance within
WellPoint's group of companies."


CASCADE GRAIN: New Owner Plans to Reopen Biofuel Refinery
---------------------------------------------------------
Tyler Graf and Arwen Ungar at the South County Spotlight reports
that the Cascade Grain facility, which is now called Columbia
Pacific Bio-Refinery, set aside $3.5 million for new site
modifications to bring it in line with enterprise zone
requirements.  JH Kelly Construction, which bought the business
out of bankruptcy in late 2009, said it hopes to reopen the
facility by the end of the year.  JH Kelly is also currently
engaged in ongoing litigation with the Oregon Department of Energy
in Marion County Circuit Court over $16 million in business tax
credits company officials say belong to the Port Westward
refinery.

                       About Cascade Grain

Cascade Grain Products LLC -- http://www.cascadegrain.com/-- is a
member of a family of companies ultimately controlled by Berggruen
Holdings Ltd.  Cascade Grain Products has a 113.4-million gallon
ethanol plant in Oregon.

Cascade Grain Products filed for Chapter 11 protection (Bankr. D.
Ore. Case No. 09-30508) on Jan. 28, 2009.  Douglas R. Pahl, Esq.,
at Perkins Coie LLP, represents the Debtor.  The petition says
that assets and debts range $100 million to $500 million.

The U.S. Bankruptcy Court for the District of Oregon converted
Cascade Grain's Chapter 11 reorganization case to Chapter 7
liquidation.


CHARLESTON ASSOCIATES: Court Approves Womble as Panel's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Charleston
Associates LLC to Womble Carlyle Sandridge & Rice PLLC as its co-
counsel to provide legal advice as necessary with respect to the
Committee's powers and duties.

The firm will be paid based on the hourly rates of its
professionals:

   Member           $315-$650
   Of Counsel       $300-$500
   Associate        $215-$445
   Senior Counsel   $245-$350
   Counsel          $250-$430
   Paralegal        $100-$270

The Committee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                  About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Del., represents the Debtor as Delaware counsel. In
its schedules, the Debtor disclosed $92,348,446 in assets and
$65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.


CHARLESTON ASSOCIATES: Court Approves Neal Wolf as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Charleston Associates LLC to employ Neal Wolf & Associates LLC
counsel to represent and advise the Debtor with respect to its
powers and duties as debtor in possession in the continued
management and operation of its business and properties.

The firm will be paid based on the hourly rates of its
professionals:

   Neal L. Wolf, Esq.      Manager and Sole Member   $595
   Gerald F. Munitz, Esq.  Senior Counsel            $595
   Dean C. Gramlich, Esq.  Counsel                   $495
   Jordan M. Litwin, Esq.  Associate                 $325
   Jacob R. Lenzke, Esq.   Associate                 $250
   Diane M. Wolski         Legal Assistant           $150
   Rosemary B. Janisch     Legal Assistant           $150

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                  About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean C. Gramlich,
Esq., and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Del., represents the Debtor as Delaware counsel. In
its schedules, the Debtor disclosed $92,348,446 in assets and
$65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Del., represents the Official Committee of Unsecured Creditors as
Delaware counsel.


CHINA ORGANIC: Retains Paritz & Company to Audit FY2011 Financials
------------------------------------------------------------------
On May 29, 2011 the Board of Directors of China Organic
Fertilizer, Inc., approved the dismissal of P.C. Liu, CPA, P.C.
from its position as the principal independent accountant for the
Company.  China Organic Fertilizer has retained the firm of Paritz
& Company, P.A., to audit its financial statements for the year
ended March 31, 2011.

As reported in the TCR on June 2, 2011, China Organic Fertilizer,
Inc., reported a net loss of $175,460 on $894,752 of revenues
for the nine months ended March 31, 2011, compared with a net loss
of $501,117 on $36,413 of revenues for the nine months ended
Dec. 31, 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$3.87 million in total assets, $3.98 million in total liabilities,
and stockholders' equity of $110,952.

The Company also has an accumulated deficit of $2.46 million at
Dec. 31, 2010.

The Company believes that the foregoing matters, among other
things, raise substantial doubt about its ability to continue as a
going concern.

Based in Beijing, PRC, China Organic Fertilizer, Inc., through its
subsidiary, Beijing Shennongxing Technology Co., Ltd., engages in
the manufacture and marketing of organic fertilizer in China.  All
of Beijing Shennongxing's business is currently in China.


CLEAR CHANNEL: Moody's Assigns Caa1 Rating to New Notes Offering
----------------------------------------------------------------
Moody's Investors Service assigned Clear Channel Communications,
Inc.'s (Clear Channel) proposed $750 million add-on to the
company's Senior Secured Priority Notes due 2021 a Caa1 (LGD-2,
21%) rating. Use of proceeds is for general corporate purposes,
but Moody's believes $500 million of the proceeds of the financing
will likely be used to repay debt on its senior secured revolver
(L+340) and $250 million will be held for repayment of Clear
Channel's 5% notes due March 2012 at maturity. Clear Channel is
also expected to repay from cash on hand approximately $321
million on its unrated ABL Revolver (total amount currently
outstanding). Alternatively, as Clear Channel has already obtained
lender approval for an amendment and extension of its bank debt,
Moody's believes $500 million of the proceeds could be used as
part of an effort towards extending the maturity of its bank debt
past 2014. The add-on allows Clear Channel the opportunity to push
an additional $750 million of debt beyond its 2014 (and 2016)
maturity wall providing additional flexibility to the company, but
is expected to result in increased interest expense as the company
replaces modestly priced debt with meaningfully higher 9% fixed
rate notes. Clear Channel's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) remain unchanged at Caa2 and
Caa3, respectively, along with the company's SGL-2 and Stable
Outlook.

A summary of the rating actions are:

   Issuer: Clear Channel Communications, Inc.

   -- $750 million Add-On Senior Secured Priority Guarantee Notes
      due 2021, Assigned Caa1 (LGD-2, 21%)

Clear Channel's Caa2 CFR continues to reflect the unsustainable
nature of its capital structure given its high debt-to-EBITDA
leverage (approximately 12.2x gross leverage on a Consolidated
basis at March 31, 2011 excluding Moody's standard adjustments),
weak interest coverage and large debt maturities in 2014 and 2016.
Despite recent improvements in the company's operating
performance, which can be accredited to both improving economic
conditions and meaningful cost reductions, Moody's remains
concerned the company may not be able to fund the approximate $4
billion of debt maturing in 2014. Notwithstanding the company's
weak balance sheet, Clear Channel possesses significant scale,
geographic diversity and leading market positions in most of the
150 markets in which the company operates, providing modest
support for the company's rating.

The principal methodology used in rating Clear Channel was Moody's
Global Broadcast Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Clear Channel Communications, Inc. ("Clear Channel") with its
headquarters in San Antonio, Texas, is a global media and
entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
for advertisers. The company's businesses include radio
broadcasting and outdoor displays (via the company's 89% ownership
of Clear Channel Outdoor Holdings Inc. ("CCO"). Clear Channel's
consolidated revenue for LTM March 31, 2011 was approximately $5.9
billion.


CLEAR CHANNEL: S&P Affirms 'CCC+' Corporate; Outlook Positive
-------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'CCC+' issue-level
rating and '3' recovery rating on the 9% priority guarantee notes
due 2021 of San Antonio, Texas-based Clear Channel Communications
Inc., an operating subsidiary of CC Media Holdings Inc. The
affirmation follows the company issuing a $750 million add-on to
its existing 9% priority guarantee notes that were issued in
February 2011, bringing the total to $1.75 billion. The notes will
be guaranteed on a senior basis by wholly owned domestic
subsidiaries of Clear Channel Communications Inc., and the notes
are secured by a modest level of liens until a spring lien trigger
date, as defined in the note indenture. The notes generally rank
pari passu with existing senior secured debt, but under certain
conditions existing senior secured lenders might benefit from a
more expansive guarantee and security package than those provided
to new priority guaranteed noteholders. The company has noted that
lenders under the proposed notes could rank junior to the existing
secured lenders with regard to liens on "principal properties" (as
defined in the pre-LBO indentures), which is generally limited to
15% of consolidated shareholders' equity. "Under our analysis,
however, we have not considered the "principal properties" liens
to constitute a source of value because shareholders' equity as of
March 31, 2011, was negative, and we would expect it to remain
negative under a potential default scenario. As a result, under
our analysis, we ascribe similar values to the collateral packages
for the notes and the term loans even though we do not expect the
notes to have the benefit of a lien on principal properties," S&P
said.

The company will issue the notes under its accordion facility,
proceeds from which can be used for general corporate purposes or
to repay debt, including both senior secured or senior unsecured
legacy (pre-LBO) notes. "We expect $250 million in proceeds will
be placed in a segregated cash account to repay its 5% senior
unsecured notes due 2012 at maturity. The company has the
flexibility to use the remaining $500 million in proceeds to repay
borrowings under the revolving credit facility, which matures in
2014. We would not expect potential repayments to reduce its
revolving credit facility commitments. Due to senior debt
limitations in the indentures governing the senior cash pay and
toggle notes due 2016, as well as the priority guarantee notes due
2021, the company will have to repay a portion of senior secured
debt with cash on hand prior to the proposed notes issuance,
especially if the size of the offering increases. The company
plans to repay borrowings under its receivables-based facility
($320.7 million outstanding as of March 31, 2011), which it can
re-borrow only if it pays down an equal amount under its
revolving credit facility. We view the transaction as another step
towards reducing the company's sizeable 2014 debt maturities,
while preserving liquidity. Assuming the company repays its
receivables based facility (and not factoring in any pay-down on
the revolving credit facility with cash proceeds), the transaction
increases annual interest expense by roughly 4%, or about $46
million. EBITDA coverage of cash interest expense was thin, at
roughly 1.4x as of March 31, 2011, and decreases to about 1.3x pro
forma for the transaction. Pro forma debt maturities in 2014 and
2016 are sizeable, totaling about $3.4 billion and $12.3 billion,
respectively. We continue to view a significant increase in the
average cost of debt as a major risk as the company proceeds with
addressing the 2014 and 2016 maturities. In order for
the company to achieve an upgrade out of the 'CCC' rating
category, we would have to become convinced that the company could
extend or refinance a larger portion of these maturities at
interest rates it can absorb, which will hinge on the company's
operating performance, as well as the state of the economy
and credit markets," S&P elaborated.

Ratings List

Clear Channel Communications Inc.
Corporate Credit Rating       CCC+/Positive/--

Rating Affirmed
Clear Channel Communications Inc.
Senior Secured
9% Notes Due 2021             CCC+
  Recovery Rating              3


CLEARWIRE CORP: Sprint Nextel Discloses 64.9% of Class A Shares
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that they beneficially own 454,310,914 shares of Class A
common stock of Clearwire Corporation representing 64.9% of the
shares outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/fycvBN

On June 1, 2011, Sprint Nextel notified Clearwire Corporation of
its election to surrender Class B voting shares to reduce its
voting interest in Clearwire from approximately 54 percent to
approximately 49.8 percent.  This transaction does not reduce
Sprint's economic interest in Clearwire and its subsidiaries,
which remains approximately 54 percent.

The Class B voting shares being surrendered by Sprint have full
voting rights, but only nominal economic interests, which consist
of the right to receive an amount equal to their $.0001 par value
upon surrender.  Sprint will continue to hold the same economic
interest in the company immediately following the transaction by
retaining all of its Class B interests in Clearwire's operating
subsidiary, Clearwire Communications, LLC, or Clearwire LLC.

Following the transaction, Clearwire will have 666,067,592 million
Class B voting shares outstanding, and 743,481,026 million Class B
interests of Clearwire LLC will remain outstanding.  The
transaction does not materially affect the parties' rights under
the Equityholders' Agreement or the commercial agreements between
Clearwire and Sprint.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at March 31, 2011, showed
$10.28 billion in total assets, $5.23 billion in total
liabilities, and $5.05 billion in total stockholders' equity.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


C-N-D INDUSTRIES: Court Halts Payments to Professionals
-------------------------------------------------------
Bankruptcy Judge Russ Kendig revoked an order approving procedures
for interim compensation of bankruptcy professionals retained in
C-N-D Industries, Inc.'s chapter 11 cases.  The Debtor is now not
authorized to pay additional fees without further court order.

Judge Kendig warned that C-N-D Industries' estate cannot support
the continued pay out of professional fees at the current rate.
He also noted that professional fees do not match performance in
the Debtor's case.

Judge Kending made the comments as part of his ruling on
Schottenstein, Zox & Dunn Co., L.P.A.'s Amended Second Interim
Application for Allowance of Compensation and Reimbursement of
Expenses.  SZD, which represents the official committee of
unsecured creditors, seek fees of $39,704 and expenses of $213.92
for a four month period, Oct. 1, 2010 to Jan. 31, 2011. No
objections were filed.

According to Judge Kendig, awareness of the estate's size may
ultimately benefit professionals.  "No professional wants to be
the subject of a disgorgement order in an administratively
insolvent case, especially by a chapter 7 trustee following
conversion," he said.

Judge Kending said although SZD's application is before the court,
his concerns apply to all professionals in the Debtor's case.

The Court held that all fees paid to date by the Debtor will be
allowed.  Payment of the 20% hold back is held in abeyance until
final fee applications are filed.

"This does not mean that a rate of eighty percent of SZD's current
rates is accepted going forward as even that amount far exceeds
the rate of the others involved," Judge Kendig said.

Judge Kending also noted it's time to move the case down the road.
"With this decision, the professionals will be in the same
position as other creditors: waiting for their payment," he said.

The current hourly rates of the professionals involved in the case
are:

     Anthony J. DeGirolamo                $270 per hour
     Richard Craig (415 Group principal)  $215 per hour
     Gerald Baker                         $250 per hour
     Robert Stefancin                     $395 per hour

A copy of Judge Kending's June 6, 2011 Memorandum of Opinion is
available at http://is.gd/GPhvXhfrom Leagle.com.

                      About C-N-D Industries

C-N-D Industries Inc. operates a steel fabrication and machine
shop in Canton, Ohio.  It supplies parts for melt shops and
rolling mills.  At this pinnacle in 2008, it had sales of $7.5
million and employed 70 people.

C-N-D Industries, Inc., filed for Chapter 11 bankruptcy (Bankr.
N.D. Ohio Case No. 10-62363) on May 29, 2010.  It is self-
identified as a small business debtor under 11 U.S.C. Sec.
101(51D).

In its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The Debtor owed roughly $2 million to its
prepetition secured lenders.

Anthony J. DeGirolamo, Esq. -- ajdlaw@sbcglobal.net -- serves as
the Debtor's bankruptcy counsel.

Gerald L. Baker serves as special counsel for the Debtor.  He may
be reached at:

          LAW OFFICES OF GERALD L. BAKER
          3711 Whipple Avenue, N.W.
          Canton, OH 44718
          Tel: 330-754-2139
               866-443-1768
          Fax: 330-492-4577

415 Group, Inc., serves as the Debtor's accountant and financial
advisor.  Its principal may be reached at:

          Richard Craig
          415 GROUP INC
          4100 Holiday St.
          NW Canton, Ohio 44718
          Tel: 330-492-0094
          Fax: 330-492-0093

On June 10, 2010, the United States Trustee appointed a creditors'
committee.  The Committee is represented by:

          Robert Stefancin, Esq.
          SCHOTTENSTEIN, ZOX & DUNN CO., L.P.A.
          Fifth Third Center
          600 Superior Avenue East, Suite 1701
          Cleveland, OH 44114
          Tel: 216-394-5068
          Fax: 216-394-5085
          E-mail: rstefancin@szd.com

The Debtor filed a chapter 11 plan and disclosure statement on
June 1, 2011. The Debtor is selling all machine shop assets and
will attempt to reorganize the remaining portion of its business.


CNO FINANCIAL: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has upgraded the ratings assigned to CNO Financial
Group, Inc.'s debt. In addition, Fitch has affirmed the Issuer
Default Rating and the Insurer Financial Strength ratings assigned
to CNO Financial and its subsidiaries. The Rating Outlook for the
holding company and insurance subsidiaries is revised from Stable
to Positive.

The rating action reflects the successful actions CNO Financial
has taken to improve its capital structure and earnings profile,
and improve its financial flexibility. The rating action also
considers the stabilized economic environment and improved
financial markets, which has had a positive impact on CNO
Financial's investment results and portfolio valuation. The
company's earnings before interest and taxes increased 7% to $361
million in 2010 and 28% to $101 million in the first quarter 2011.

Fitch believes the emerging stability of CNO Financial's earnings
and ability to manage losses in its investment portfolio have
played an important role in the company's ability to avoid
covenant violations. The company has now produced positive
quarterly net income for over two years. Fitch expects the GAAP
adjusted interest coverage ratio to be in the 5 times (x) range in
2011 after reaching 4.7x in 2010. The ratio is adjusted to only
include interest on corporate debt.

As of March 31, 2011, two of CNO Financial's tightest debt
covenants, the statutory capital and interest coverage covenants,
had minimum levels as defined in the credit agreement of $1.2
billion and 2x versus actual performance of $1.7 billion and 3.6x,
respectively. Fitch is reasonably comfortable with the level of
these covenants given the current amount of cushion and the
company's flexibility in managing inter-company capital flows,
which affect covenant calculations. CNO Financial and its non-
insurance subsidiaries held unrestricted cash of $169 million at
March 31, 2011.

In 2011 CNO Financial demonstrated financial flexibility by
amending the terms of its $375 million senior secured bank credit
facility. Fitch believes the amended facility improved the
company's flexibility by easing certain restrictions and lowering
borrowing costs.

The company's financial leverage at March 31, 2011 was
approximately 19%, which is below Fitch's expectation of 20%-30%
at the current rating level. CNO Financial's total financings and
commitments (TFC) ratio is acceptable at 0.52 at March 31, 2011,
although it increased from 0.44 at year-end 2009. The increase is
due to new federal home loan borrowing of $750 million for a
matched funding, floating rate, spread lending program that is
expected to improve investment income.

The upgrade of CNO Financial's senior secured debt and senior
unsecured debt reflect Fitch's updated recovery analysis. Fitch
performs bespoke recovery analysis for companies with IDRs in the
'B' rating category. Improved financial performance resulted in
higher Recovery Ratings of 'RR2' for senior secured debt and 'RR5'
for senior unsecured debt.

Key rating drivers that could lead to an upgrade include:

   -- Continued generation of stable earnings free of significant
      special charges.

   -- Improved cushion versus covenant requirements, particularly
      interest coverage and consolidated surplus.

   -- Maintaining increased GAAP adjusted interest coverage ratio
      and consolidated surplus above 5x and $1.7 billion,
      respectively.

   -- Decreased financial leverage ratio below 15% or TFC below
      0.45x.

A potential upgrade to the IDR or IFS ratings of CNO Financial or
its subsidiaries may not lead to an upgrade on the ratings of
their debt securities; in keeping with the application of Fitch's
Global Notching Methodology and Recovery Analysis.

Fitch has upgraded these ratings:

CNO Financial Group, Inc.

   -- $293 million 7% due Dec. 30, 2016 to 'B/RR5' from 'B-/RR6';

   -- $375 million senior secured bank credit facility due
      Sept. 30, 2016 to 'BB/RR2' from 'B+'/RR4';

   -- $275 million senior secured note 9% due Jan. 15, 2018 to
      'BB/RR2' from 'B+'/RR4'.

Fitch has affirmed these ratings and revised the Outlook to
Positive:

CNO Financial Group, Inc.

   -- IDR at 'B+';

Bankers Life and Casualty Company

   -- IFS at 'BBB-'.

Conseco Life Insurance Company
Bankers Conseco Life Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company

   -- IFS at 'BB+'.


COATES INTERNATIONAL: Signs $20-Mil. Line of Credit with Dutchess
-----------------------------------------------------------------
Coates International, Ltd., executed an Agreement with Dutchess
Opportunity Fund, II, LP, for a $20,000,000 equity line of credit
financing facility.  Under this facility Dutchess will purchase
shares of the Company's common stock.

The Company is required to register the shares of common stock
with the Securities and Exchange Commission.

The Company President and CEO, Mr. George J. Coates, stated that
"the funds will be accessed at our sole discretion.  It is
necessary to have this line of credit to assist our production
needs."

The $10 million firm commitment from Black Swan Capital Group,
Inc., has not closed as yet.  More information will be forthcoming
on Black Swan shortly.

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

The Company reported a net loss of $1.05 million on $159,000 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $806,756 on $0 of sales during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.94 million in total assets, $4.04 million in total liabilities,
and a $1.10 million in total stockholders' deficiency.

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
continues to have negative cash flows from operations, recurring
losses from operations, and a stockholders' deficiency.


CONSOLIDATED HORTICULTURE: Post-Sale Wants Ch. 11 Cases Dismissed
-----------------------------------------------------------------
Post-Sale Co II LLC, known as Consolidated Horticulture LLC before
the sale of its assets, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to dismiss their
Chapter 11 bankruptcy case.

A hearing is set June 20, 2011, at 1:00 p.m., to consider the
Debtors' request.  Objections, if any, are due June 13, 2011, at
4:00 p.m.

According to the Debtors, they have sold substantially all of
their assets as a going concern.  The assets sold included, among
other assets, all or substantially all of the estates' avoidance
actions and litigation rights.  The Debtors have limited assets
remaining, primarily consisting of the "Cash Consideration"
component of the purchase price from the sale.

The Debtors tell the Court that, given that there are no other
material assets in their estates and no realistic prospect for a
chapter 11 plan or distributions to unsecured creditors, they have
determined in the exercise of their business judgment that
implementation of an orderly process to reconcile and pay
administrative claims, to the extent of available funds, followed
by a dismissal of these chapter 11 cases, is the most efficient
means of administering the Debtors' estates and effectuating the
disposition of the Debtors' cases.

                  About Consolidated Horticulture

Irvine, California-based Consolidated Horticulture
Group LLC, doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines Nurseries
Inc. in a bankruptcy sale in January 2009.  The resulting
reorganization plan, confirmed in January 2009, paid secured
creditors in full on their $35.9 million in claims while providing
as much as $12 million toward debt owing to suppliers both before
and after the bankruptcy filing.  The business bought by Black
Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 10-13308) on Oct. 12,
2010.  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  The Official
Committee of Unsecured Creditors has tapped Lowenstein Sandler PC
as counsel and Blank Rome LLP as co-counsel.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CRYSTAL CATHEDRAL: Plan Exclusivity Expiring July 31
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Crystal Cathedral Ministries has a window of
opportunity that will close on July 31, after which any creditor
can seek approval of a bankruptcy reorganization plan.  The church
filed a proposed reorganization plan at the end of May.  It would
be funded by selling the church property for $46 million to
Greenlaw Partners LLC under an arrangement where the church will
lease the property back with the right to repurchase.

According to the report, the official creditors' committee opposed
an enlargement of the Debtor's exclusivity, saying the case isn't
particularly large or complicated.  The bankruptcy judge, in an
order signed June 7, gave the church partial protection.  No one
aside from the church may solicit acceptances of the plan before
July 31.  In substance, the church has about seven weeks to move
ahead quickly with approval of its plan.  After that the
creditors' committee, the secured lender, or any creditor could
file a plan.  The bankruptcy judge didn't extend the exclusive
right to file a plan beyond May 31.

                    About Crystal Cathedral

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church is known for its television show "The Hour of Power."

Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


CRYSTALLEX INT'L: To Trade on OTCQB Under New Symbol "CRYXF"
------------------------------------------------------------
Crystallex International Corporation announced that trading of the
Company's common stock will be suspended on the NYSE Amex exchange
effective at the close on June 6, 2011, subject to the Company's
appeal to remain listed on the Exchange.  The Company has been
informed that it is eligible for trading on the OTCQB Marketplace
effective market open on June 7, 2011, under the new ticker symbol
CRYXF.  Additionally, the Company will continue to trade on the
Toronto Stock Exchange.

OTC Markets Group Inc. operates the world's largest electronic
marketplace for broker-dealers to trade unlisted stocks, including
the OTCQB Marketplace.  Investors will be able to view Real Time
Level II stock quotes for the Company at http://www.otcmarkets.com
under the ticker symbol CRYXF.

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company reported a net loss of $48.19 million for the year
ended Dec. 31, 2010, compared with a net loss of $313.90 million
during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$51.81 million in total assets, $98.46 million in outstanding
debt, and a $60.62 million shareholders' deficiency.

Crystallex International Corporation confirmed that the auditors'
report received from its independent public accounting firm on its
audited financial statements for the fiscal year ended Dec. 31,
2010, contained a going concern explanatory note.  Crystallex's
Annual Financial Statements were included in Crystallex's Form 40-
F filed with the Securities and Exchange Commission on April 1,
2011.


DANAOS CORP: VP & CFO Dimitri Andritsoyiannis to Step Down
----------------------------------------------------------
Danaos Corporation's Vice President & Chief Financial Officer Mr.
Dimitri J. Andritsoyiannis will step down as of June 10, 2011.
Mr. Evangelos Chatzis, currently Deputy Chief Financial Officer,
will become Acting Chief Financial Officer.  Mr. Andritsoyiannis
will also leave the board of directors on the same date, thereby
reducing the size of the board from 8 to 7 directors.

                      About Danaos Corporation

Headquartered in Piraeus, Greece, Danaos Corporation (NYSE: DAC)
-- http://danaos.com/-- is an international owner of
containerships, chartering its vessels to many of the world's
largest liner companies.  The Company operates through a number of
subsidiaries incorporated in Liberia and Cyprus.  As of May 31,
2010, the Company had a fleet of 45 containerships aggregating
193,629 TEUs, making the Company among the largest containership
charter owners in the world, based on total TEU capacity.

The Company's balance sheet at March 31, 2011, showed
US$3.58 billion in total assets, US$3.11 billion in total
liabilities, and US$474.80 million in total stockholders' equity.

Danaos Corporation reported a net loss of US$102.34 million on
US$359.67 million of operating revenue for the year ended Dec. 31,
2010, compared with net income of US$36.09 million on US$319.51
million of operating revenue during the prior year.

As reported in the Troubled Company Reporter on June 22, 2010,
PricewaterhouseCoopers S.A., in Athens, Greece, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended Dec. 31, 2009.  The Company noted of the
Company's inability to comply with financial covenants under
its current debt agreements as of Dec. 31, 2009, and its
negative working capital deficit.

PricewaterhouseCoopers S.A.'s report regarding the 2010 financial
results did not contain a substantial doubt about the Company's
ability to continue as a going concern.


DELPHI AUTOMOTIVE: S&P Assigns 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating on global auto supplier Delphi Automotive LLP, which
has its headquarters in Troy, Mich. "We also assigned issue
ratings on Delphi Corp.'s various proposed debt. The
outlook is stable," S&P stated.

"The 'BB' corporate credit rating on Delphi reflects our view of
the company's significant financial risk profile," said Standard &
Poor's credit analyst Nancy Messer, "including lease-adjusted
total debt to EBITDA that we expect will remain at about 2x over
the next two years, and its weak business risk profile that
reflects its participation in the volatile and competitive global
auto supplier industry." The industry is highly cyclical and
characterized by high fixed costs, capital intensity, volatile raw
material costs, and intense pricing pressure from customers and
competitors.

"The rating also incorporates our view of Delphi's liquidity as
adequate under our criteria and our opinion that the company will
generate free cash flow over the next two years," added Ms.
Messer.


DELTA AIR: Subject to NMB Investigation for Union Busting Acts
--------------------------------------------------------------
The National Mediation Board has agreed with the Association of
Flight Attendants-CWA, AFL-CIO (AFA) that substantive evidence
exists that Delta Air Lines interfered with a representation
election of Delta Flight Attendants last year.  AFA had filed
charges of interference on behalf of Delta Flight Attendants.

"Delta Flight Attendants will finally have their day in court,"
AFA International President Veda Shook said in announcing the
decision by the NMB.  "Delta management's misconduct in this
election was blatant and persistent - from daily emails to a
barrage of misinformation sent in slick brochures to homes, to
encouraging Flight Attendants to vote on company computers, where
they could be monitored."

In a letter from NMB General Counsel Mary L. Johnson, AFA and
Delta were notified that an investigator would be in contact to
interview both parties, and would conduct an on-site investigation
to determine "whether the laboratory conditions were tainted."

Flight Attendants got calls to their homes from supervisors, while
Flight Attendants supporting AFA were denied the ability to talk
with other Flight Attendants, even in the lobbies of layover
hotels.

"Delta management has not denied the substance of any of our
charges," Ms. Shook said.  "Instead, they have disrupted lives by
denying Flight Attendants the right to a fair election and
delaying the integration process."

AFA is also supporting pre-merger Northwest Flight Attendants who
earlier this year filed suit against Delta Air Lines for
discrimination based on the fact that they were union members.

Ms. Shook said AFA would cooperate fully with the investigation,
and urged Delta management to stop its delaying tactics.  "Flight
A ttendants are standing up for democracy and equality," she said.
"In 65 years at the Association of Flight Attendants, we have
never backed away from seeking justice and equality for Flight
Attendants.  We remain steadfast in supporting the Delta Flight
Attendants who contact us every day and urge us to continue to
support them in their struggle for democracy, equality and a voice
at work."

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 http://www.afacwa.org/

                       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: Starts Codeshare Flights With China Eastern
------------------------------------------------------
Customers of Delta Air Lines will enjoy convenient connecting
service to more than 20 cities throughout China under a new
codesharing agreement between Delta and China Eastern, one of
China's largest international airlines.

Delta flight numbers have been added to 49 China Eastern-operated
domestic flights in China, as well as nonstop trans-Pacific
flights connecting Shanghai with Los Angeles and New York.  China
Eastern flight numbers will be added on 38 Delta-operated U.S.
domestic flights as well as trans-Pacific service connecting
Detroit and Atlanta to Shanghai.

The codeshare alliance means Delta customers can conveniently book
connecting service to 21 Chinese destinations served by China
Eastern from its Shanghai hub, including Ghangzhou, Shenzhen and
Nanjing. The Delta code also has been added to China Eastern-
operated flights between Shanghai and New York and Los Angeles.

China Eastern customers will gain access to 21 North American
cities on Delta's domestic network, as well as Delta's nonstop
flights between Shanghai and Detroit and Atlanta.

A full list of destinations is available at
http://news.delta.com/index.php?s=18&item=154. Tickets currently
are available at delta.com and other ticketing outlets.

"Delta continues to grow its network in China with strong partners
like China Eastern," said Vinay Dube, Delta's senior vice
president - Asia Pacific. "China Eastern's extensive network and
growing hub in Shanghai will complement Delta's existing
service to China and improve our customers' access to
destinations across one of the world's fastest-growing regions."

This summer, Delta will operate 47 weekly flights out of China.
New service added this summer includes twice-weekly flights
between Shanghai and Atlanta beginning June 5, and service between
Detroit and Beijing five times each week beginning July 1.

In addition, Delta currently offers service from Beijing to
Seattle and Tokyo-Narita; Shanghai to Detroit and Tokyo-Narita;
and Hong Kong to Detroit and Tokyo-Narita.

                       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: Signs Deal With US on Transfer of Flying Rights
----------------------------------------------------------
Delta Air Lines and US Airways announced a new agreement to
transfer takeoff and landing rights at New York's LaGuardia and
Washington D.C.'s Reagan National airports.  The agreement, filed
with the Federal Aviation Administration (FAA), revises a 2009
transaction agreed between Delta and US Airways and approved by
the DOT, but under terms not acceptable to the carriers, and never
completed.  The new agreement enables Delta and US Airways to
expand service and increase competition at two of the nation's key
cities, and provides the opportunity for additional access to
LaGuardia and Reagan National for new entrants and airlines with a
limited presence at the airports.

Under the agreement, Delta would acquire 132 slot pairs at
LaGuardia from US Airways and US Airways would acquire from Delta
42 slot pairs at Reagan National and the rights to operate
additional daily service to Sao Paulo, Brazil in 2015, and Delta
would pay US Airways $66.5 million in cash.  In addition, the
transaction could result in the divestiture of up to 16 slot
pairs at LaGuardia and eight slot pairs at Reagan National to
airlines with limited or no service at those airports.  The
completion of the transaction is subject to certain closing
conditions, including government and regulatory approvals.  A
slot pair is the authority to operate one takeoff and one
landing.

"With this agreement, Delta will enhance competition in New York,
which is already one of the most competitive aviation markets in
the world, by expanding the passenger capacity at LaGuardia by as
many as 4 million seats annually without increasing congestion,"
said Richard Anderson, Delta's Chief Executive Officer.  "Our
expanded presence at LaGuardia will double our available
destinations, offering customers more frequent and convenient
service at New York's preferred airport for business travel."

US Airways' Chairman and Chief Executive Officer Doug Parker said,
"This agreement further strengthens our commitment to increase
service and create more options for our customers wishing to
travel to and from Washington, D.C.  As a result of this
transaction, many communities, including several smaller ones,
will be able to enjoy additional nonstop service to our nation's
capital."

The proposed transaction will provide significant direct benefits
to consumers flying to and from New York and Washington, as well
as consumers traveling to other destinations along the East Coast
as the two airlines enhance their networks.  These benefits are
generated by improved connectivity, enhanced service and increased
efficiency at both airports.

In addition, the competitive landscape in both cities has changed
significantly since the transaction was first proposed in 2009.
New entrants and smaller carriers, including AirTran Airways,
JetBlue Airways and Southwest Airlines, have gained considerable
access to slots at both LaGuardia and Reagan National and expanded
service at these and other airports in the New York and Washington
regions.  Also, mergers between United Airlines and Continental
Airlines and Southwest and AirTran have dramatically sharpened
competition on the East Coast generally and particularly in the
New York and Washington regions.  Nonetheless, to address concerns
previously raised by the Department of Transportation, the
agreement provides for the divestiture of up to 16 slot pairs at
LaGuardia and eight at Reagan National if required by the
regulatory authorities.

The proposed transaction has generated significant support from
elected officials and community leaders in New York and
Washington.  In addition, the City and State of New York, and both
U.S. Senators from New York have supported the proposal, as have
members of Congress representing New York, elected leaders in
small communities and airports across the nation.

The airlines will dismiss their appeal of the DOT's order
regarding the original 2009 transaction that is currently pending
in the U.S. Court of Appeals in Washington. Dismissing the appeal
clears the way for DOT to consider the revised application.

                            New York

Delta's expanded operation at LaGuardia will allow more and
improved connecting service in New York, and ensure economically
viable service to small communities, while creating an expanded
network that will be particularly valuable for New York business
customers.  The airline will approximately double the number of
nonstop destinations it serves from LaGuardia, including top
business destinations and many cities not currently served
nonstop by Delta or US Airways.

Delta will replace turboprop aircraft currently operated by US
Airways with larger jets, adding as many as 4 million additional
roundtrip seats available at LaGuardia without increasing
congestion.

As part of the agreement, Delta will take control of US Airways'
Terminal C to create an expanded main terminal for customers.
Delta will operate a total of 18 gates in Terminal C, and add one
additional gate at Delta's Terminal D, for a total of 29 gates in
the two terminals.  A 600-foot connector will be built to connect
the two terminals.  Delta also will convert the existing US
Airways lounge in Terminal C to a Sky Club, while continuing to
operate its current Sky Club in Terminal D.

Delta will continue to operate its popular hourly Delta Shuttle
from its six gates at the Marine Air Terminal.  In addition, Delta
will spend up to $117 million to expand, renovate and consolidate
terminals C and D over the next two years.  Overall, the
transaction will directly and indirectly generate an estimated
6,000 new jobs in New York.

Since making a strategic decision to build New York into a hub
earlier this decade, Delta has made major investments across the
region, boosting its economic impact to more than $13 billion
annually.  The airline is currently constructing a $1.2 billion
project that will enhance and expand Terminal 4 at John F. Kennedy
International Airport, creating a state-of-the-art facility for
New York's fastest growing global airline.

US Airways' popular hourly Shuttle service between LaGuardia,
Reagan National and Boston that is operated on dual-class mainline
jets will remain unchanged as a result of the transaction.  Also,
US Airways will continue to offer its customers high-frequency
schedules from LaGuardia to its Charlotte, N.C. and Philadelphia
hubs and Pittsburgh with more than 60 daily weekday flights.  All
US Airways flights from LaGuardia will continue to arrive and
depart from nine gates and parking positions in Terminal C and US
Airways will build a new, state-of-the-art 5,000-square foot US
Airways Club.

                        Washington, D.C.

At Reagan National, US Airways' expanded operation will connect
more small, medium and large communities with the nation's capital
and create additional flight options throughout the airline's
route network.  US Airways expects to further increase its use of
dual class mainline aircraft and soon to be dual class larger
regional jets at Reagan National.  The move will benefit customers
by increasing the number of available seats between Washington and
favorite destinations without increasing congestion.

US Airways plans to add at least 15 new destinations from
Washington, to its network as a result of the transaction and
competition will be further enhanced by US Airways adding service
to popular destinations that are currently served by other
carriers.  As a result, business and leisure travelers as well as
military and government employees will have more access to the
nation's capital and its downtown airport.

Following full implementation of the new schedule, US Airways will
operate approximately 230 peak-day departures at Reagan National,
a 20 percent increase over current service levels.  The airline
anticipates an increase of approximately 20 to 25 percent in
passenger enplanements at Reagan National as a result of the new
flights and schedule improvements.  However, there will be no
increase in congestion at the airport due to US Airways' planned
increase in scale and Delta's reduction in slots.

The expansion is consistent with US Airways' previously announced
strategic plan to focus on growing its key, most profitable
airports at its Washington focus city, its Phoenix, Philadelphia
and Charlotte hubs and its US Airways Shuttle service. Once the
transition is complete, more than 99 percent of US Airways
capacity will be to or from its key airports.

Delta will continue to operate a robust schedule at Reagan
National, with nonstop service between the airport and its seven
domestic hubs and select cities.  It also will continue to
operate its Delta Shuttle between Reagan National and New York.

                      International Service

US Airways also will acquire from Delta in 2015 the rights to
operate additional daily service at one of world's most important
business destinations - Sao Paulo, Brazil.  As US Airways
continues its strategic expansion into South America, the
additional rights would allow it to operate two daily flights to
Sao Paulo and continue its existing daily service to Rio de
Janeiro, Brazil.

Since the 2009 transaction, Japan and the U.S. have made an Open
Skies agreement that would enable US Airways' service to Tokyo
Narita International Airport.  As a result, the transfer of slots
at Narita from Delta to US Airways that was included in the
2009 transaction is not part of the new transaction.

                       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.


DESERT CAPITAL: Inks Services Agreement with MorrisAnderson
-----------------------------------------------------------
On May 31, 2011, Desert Capital REIT, Inc.,entered into an
Agreement for Services with MorrisAnderson & Associates, Ltd., an
Illinois corporation to provide management services for the
Company.  MorrisAnderson has agreed to make available to the
Company David Bagley to act as the Company's Chief Operating
Officer and to act as an officer and a member of the Company's
Board of Directors as requested by the Company.

The Company has agreed to compensate MorrisAnderson for the
services of Mr. Bagley and other MorrisAnderson employees at the
hourly rates stipulated in the Services Agreement.  The Company
has also agreed to reimburse MorrisAnderson for all reasonable and
necessary, documented and appropriately itemized out-of-pocket
expenses that are incurred directly relating to any work
undertaken.

Pursuant to the terms of the Services Agreement, fees for the
first four week period of the Services Agreement will not exceed
$65,000, before expenses.  Fees for the second four week period of
the Services Agreement will not exceed $40,000, before expenses.
Fees for the ongoing four week periods of the Services Agreement
will not exceed $25,000, before expenses.  Either party may
terminate the Services Agreement upon three (3) business days
written notice to the other party.

A copy of the Services Agreement is available at:

                       http://is.gd/8jjC1X

Effective May 31, 2011, Todd B. Parriott resigned as President,
Chief Executive Officer, Chief Investment Officer and as a
director of the Company and Stacy M. Riffe resigned as Secretary
and Treasurer of the Company.  Ms. Riffe continues in her
positions as the Company's Chief Financial Officer and a member of
the Company's Board of Directors.  The Board of Directors of the
Company appointed David Bagley as the Company's President, Chief
Operating Officer, Treasurer and Secretary, effective May 31,
2011.  The Company's Board of Directors also appointed Mr. Bagley
as a member of the Company's Board of Directors and as the
Chairman of the Board of Directors.

Mr. Bagley, age 44, is a Managing Director of MorrisAnderson, a
consulting firm for financially distressed and underperforming
companies.  Mr. Bagley has been employed by MorrisAnderson since
2000.  He has assisted companies in transition as a consultant,
interim manager, director and financial advisor.  During the past
five years he has served as the Chief Restructuring Officer of
Compass Environmental Inc. (July 2006 to October 2006); Chief
Financial Officer of Restaurants America Inc. (June 2007 to August
2008); Chief Executive Officer of Giftco Inc. (April 2008 to April
2009); Chief Restructuring Officer of Santa Fe Cattle Company Inc.
(August 2009 to February 2010); and Chief Restructuring Officer of
Fundamental Provisions LLC (December 2010 to present).  Mr. Bagley
is a Certified Turnaround Professional.  He earned a Bachelor's
degree from DePauw University in 1988 and a Master's degree in
Business Administration from the J. L. Kellogg Graduate School of
Management at Northwestern University in 1996.

Henderson, Nev.-based Desert Capital REIT, Inc., a Maryland
corporation, was formed in December 2003 as a real estate
investment trust.  When the Company first began conducting
business, it specialized in the financing of real estate projects
by providing short-term mortgage loans to homebuilders and
commercial developers in markets where it believed it possessed
requisite skills and market knowledge, which were primarily in the
western United States and Las Vegas in particular.

In late 2007, the Company began experiencing a significant level
of borrower defaults, and in 2008 and 2009 virtually all its
borrowers defaulted on their loans with it.  As of March 31, 2011,
the Company had foreclosed on the property underlying its original
mortgage loans on all but three loans.

Taberna Preferred Funding VI, Ltd., Sage Trust, and Taberna
Preferred Funding VIII filed an involuntary Chapter 11 bankruptcy
protection against Desert Capital Reit, Inc., on April 29, 2011
(Bankr. D. Nev. Case No. 11-16624).  Judge Linda B. Riegle
presides over the case.  Jeffrey S. Rugg, Esq., Brownstein Hyatt
Farber Schreck LLP represents the petitioners.


DOWNEY SAVINGS: Receiver Accuses Amerifund of $1.2 Million Fraud
----------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the government
receiver for Downey Savings and Loan Association FA hit California
mortgage broker Amerifund Financial Inc. with a $1.2 million
negligence suit Friday, claiming it breached contracts and
submitted fraudulent documents, helping to bring down the
plaintiff.

According to Law360, the Federal Deposit Insurance Corporation's
lawsuit, lodged in the Central District of California, claims the
Spring Valley, Calif., mortgage company and its principal
shareholder, mortgage broker Eric Matthew Anderson, submitted
mortgage papers to Downey Financial that "recklessly altered
and/or inflated the borrowers' stated incomes."

As reported in the Troubled Company Reporter on Nov. 24, 2008,
U.S. Bank, National Association, Minneapolis, Minn., acquired the
banking operations, including all the deposits, of Downey Savings
and Loan Association, F.A., Newport Beach, Calif., and PFF Bank &
Trust, Pomona, Calif., in a transaction facilitated by the Federal
Deposit Insurance Corporation.

The combined 213 branches of the two organizations will reopen as
branches of U.S. Bank under their normal business hours, including
those with Saturday hours.  Depositors will automatically become
depositors of U.S. Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.


DUKE AND KING: Hearing on Case Conversion Slated for June 16
------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on June 16, 2011, at
9:30 a.m., to consider the request to convert the Chapter 11 cases
of Duke and King Acquisition Corp., et al.  Objections, if any,
are due June 11.

The U.S. Trustee explained that there is no purpose in incurring
substantial additional professional fees to go through the
process of approving a disclosure statement and getting a plan
confirmed because it appears that the insiders are selling the
remaining non-operating assets to a related company for less than
fair market value and with no evidence that any efforts were make
to have an arms length sale.

The U.S. Trustee added that the operating restaurants have either
been sold or closed, there are no ongoing operations to reorganize
and all competing claims among the major parties have been settled
and approved by the Court.

               About Duke and King Acquisition Corp.

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies.  Duke and
King, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4,
2010.  Duke and King estimated its assets and debts at $10 million
to $50 million.

Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy
counsel.  Mastodon Ventures, Inc., acts as the Debtors' investment
banker.  Maslon Edelman Borman & Brand, LLP serves as local
counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at
Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to
the Official Committee Of Unsecured Creditors.  Mesirow Financial
Consulting, LLC, serves as financial advisors of the Committee.


DWELLING HOUSE SAVINGS: Woman Pleads Guilty of Fraud
----------------------------------------------------
WTAE.com reports that Elexa Manos-Becton pleaded guilty to taking
part in a theft of almost $2.5 million that federal prosecutors
say forced Dwelling House Savings & Loan Association into
insolvency.

WTAE.com says Ms. Manos-Becton, 43, pleaded guilty to bank fraud
and money laundering.  She will be sentenced Sept. 29 by U.S.
District Judge Alan Bloch.

According to the report, Assistant U.S. Attorney Paul Hull said
the woman learned of an accounting glitch at DHSL bank that
allowed her and others to steal money undetected, and they spent a
lot on shopping and nightlife.

Mr. Manos-Becton also told the judge that she had addiction
problems but is in recovery.

In a statement, WTAE.com relates, the U.S. attorney's office
wrote, "Manos-Becton opened a PayPal account and associated her
DHSL bank accounts to the PayPal account.  Using PayPal to
initiate ACH transactions, she caused disbursements to be made
from DHSL in amounts that far exceeded any balance she had in her
accounts at DHSL.  Those insufficient funds transactions were not
rejected and reversed by DHSL personnel.

"The loss attributed to Ms. Manos-Becton is at least $907,652.
Manos-Becton also was charged with money laundering transactions
that used proceeds derived from the bank fraud for purchases."

WTAE.com notes that one of her friends is awaiting sentencing.
Another is facing charges along with Ms. Manos-Becton's son.

As reported in the Troubled Company Reporter on Aug. 17, 2009,
Dwelling House Savings and Loan Association, Pittsburgh,
Pennsylvania, was closed August 14, 2009, by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with PNC Bank,
National Association, Pittsburgh, Pennsylvania, to assume all of
the deposits of Dwelling House Savings and Loan Association.


DYNAMIC BUILDERS: Wants Until July 27 to Solicit Plan Acceptances
-----------------------------------------------------------------
Dynamic Builders Inc., asks the U.S. Bankruptcy Court for the
Central District of California to extend until July 27, 2011, its
exclusive period to solicit acceptances for the proposed
Chapter 11 Plan.

The Debtor filed their request for an extension before the
exclusive periods was set to expire on May 24.

The Debtor and its primary lenders are seeking the continuance of
the confirmation hearing and related plan deadlines to
consensually resolved matters related to the plan.

As reported in the Troubled Company Reporter on April 29, pursuant
to the Plan, allowed administrative claims will be paid on the
Effective Date of the Plan, and allowed priority tax claims will
be paid in full within 5 years of the Petition Date.

Creditors with allowed general unsecured claims will receive a to-
be-determined percentage (less than 100%) of their allowed general
unsecured claims, plus interest at the rates set forth in the
Plan.

Secured Claims have been asserted by City National Bank, Bank of
America, and Citizens Business Bank.

CNB's claims will be paid monthly payments of interest only at the
non-default contract rate specified in the existing loan documents
between CNB and the Debtor.  The Debtor will continue its efforts
to market and sell the real estate properties securing CNB's
claims, with all net sales proceeds to be applied in reduction of
CNB's Allowed Secured Claims.  The Debtor must make minimum post-
Dec. 14, 2010 paydowns to CNB (through the sales of the real
estate collateral).  The balance will be due in full by Dec. 31,
2014.

With respect to the BofA Secured Claim, the Debtor has consented
to the surrender of the collateral to BofA in exchange for a
waiver by BofA of any deficiency claim that may arise upon the
sale or other disposition of its collateral.

With respect to Citizens Allowed Secured Claim on account of the
loan secured by the Lugo Property in Los Angeles, Citizens has
been granted relief from stay to immediately foreclose on and sell
the Lugo Property.

With respect to Citizens Secured Claims on account of the San
Leandro (Calif.) Property, Citizens will be paid monthly payments
commencing April 1, 2011, over a period of 15 years.   If the sale
of the San Leandro Property does not close by June 30, 2012, or if
there is an uncured default in Debtor's payments to Citizens,
which is not cured within 30 days after notice, Citizens will be
entitled to foreclose on and sell the Property immediately without
need for further order of the Bankruptcy Court.

With respect to Citizens Secured Claims on account of the Carson
(Calif.) Property, Citizens will be paid monthly payments
commencing April 1, 2011, over a period of 15 years, with the
entire outstanding balance being due and payable in full on
June 30, 2012.

A full-text copy of the Disclosure Statement, as amended, is
available for free at http://ResearchArchives.com/t/s?75cc

A full-text copy of the Chapter 11 Plan, as amended, is available
for free at http://ResearchArchives.com/t/s?75cdP

                    About Dynamic Builders Inc.

Dynamic Builders Inc. is a Los Angeles-based real estate
developer.  Founded in 1964 by L. Ramon Bonin, Dynamic Builders is
principally involved in the construction of build to suit
commercial/industrial buildings in the Los Angeles area.

Dynamic Builders owns properties in Los Angeles, Carson, San
Leandro, and Commerce, California, with total value of
$130,790,612.  Secured lenders who financed the acquisition of the
properties are owed a total of $113,181,128.

L. Ramon Bonin and Patty A. Bonin, the shareholders of the Company
and guarantors of the institutional debt, sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-14067) on March 31,
2011.  James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian
LLP, represents the Bonins in their Chapter 11 case.

Dynamic Builders filed for Chapter 11 bankruptcy protection on
March 31, 2010 (Bankr. C.D. Calif. Case No. 10-14151).  The
Company estimated its assets and debts at $100 million to
$500 million as of the Chapter 11 filing.  It identified Comerica
Bank, with a claim of $29.6 million, as the largest unsecured
creditor.

Todd C. Ringstad, Esq., and Nanette D. Sanders, Esq., at Ringstad
& Sanders, LLP, in Irvine, Calif., represent the Debtor as
bankruptcy counsel.  Shaw Financial Services, Inc. serves as the
Debtor's bookkeeper for bankruptcy reporting requirements and as
its tax preparer.  Bird, Marella, Boxer, Wolpert, Nessim, Drooks &
Lincenbert acts as special litigation counsel in certain
proceeding affecting Dynamic's rights in properties located at
1124 and 1135 S. Boyle Avenue.  Axis Business Advisory Services,
LLC, serves as the Debtor's financial consultants.


ELITE PHARMACEUTICALS: Inks Manufacturing&Supply Pact with Mikah
----------------------------------------------------------------
Elite Pharmaceuticals, Inc., has entered into a commercial
Manufacturing and Supply Agreement with Mikah Pharma, LLC.  Under
the terms of the agreement, Elite will perform the laboratory
stability studies, manufacturing and packaging for two generic
products: Isradipine Capsules USP, 2.5 mg and 5 mg and
Phendimetrazine Tartrate Tablets USP, 35 mg.

Elite will be compensated at an agreed upon transfer price for the
manufacturing and packaging of the products.  For the Isradipine
product, Elite will receive a 10% royalty on net profits of the
finished products.  Elite will also receive a onetime milestone
payment for each product for the work associated with the
technology transfer.

"The Mikah agreement represents Elite's continuing progress in
utilizing our manufacturing infrastructure and expertise to
generate revenues," commented Jerry Treppel, Chairman and CEO.

                    About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a pharmaceutical firm that
develops and manufactures oral, controlled-release products using
proprietary technology.  Elite developed and manufactures for its
partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R),
for allergy treatment and expects to launch soon three approved
generic products.  Elite also has a pipeline of additional generic
drug candidates under active development and the Company is
developing ELI-216, an abuse resistant oxycodone product, and ELI-
154, a once-a-day oxycodone product.  Elite conducts research,
development and manufacturing in its facility in Northvale, New
Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities, and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


EMAK WORLDWIDE: Court Approves Plan of Reorganization
-----------------------------------------------------
EMAK Worldwide Inc. disclosed that the United States Bankruptcy
Court for the Central District of California confirmed its Plan of
Reorganization.  The Plan was supported by the committee of
creditors appointed in the case.

The Plan will become effective approximately fourteen days after
the Court enters a written order reflecting this ruling, so EMAK
expects to emerge from Chapter 11 before the end of June.  EMAK
commenced its Chapter 11 case on August 6, 2010.

"The Court's confirmation of our restructuring plan is a major
milestone for our company and represents the culmination of our
restructuring efforts," said EMAK CEO Jim Holbrook.

The Plan provides for the following reorganization points: -- EMAK
will reorganize around its existing operating businesses, which
continue to show positive performance -- EMAK will pay creditors
in full with interest -- EMAK has secured a line of credit through
Crown EMAK Partners -- EMAK's common shareholders holding less
than 150,000 shares that agreed to provide a release will receive
$.10 per share.  Holders of over 150,000 shares had the
opportunity to roll into a new ownership arrangement in exchange
for providing a release -- Pursuant to the Plan, Crown EMAK
Partners will hold a majority of the stock in the reorganized
Company Holbrook continued, "I would like to thank our employees,
clients and suppliers for their support throughout this process."

                     About Emak Worldwide

Los Angeles, California-based EMAK Worldwide, Inc., a Delaware
corporation, fka Equity Marketing, Inc., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Case No. 10-42779) on
Aug. 5, 2010.  Jeffrey M. Reisner, Esq., at Irell & Manella LLP,
assists the Debtor in its restructuring effort.  The Debtor
disclosed $4,392,115 in assets and $7,485,567 in liabilities as of
the Petition Date.

Affiliate EMAK Worldwide Service Corp., filed a separate Chapter
11 petition (Bank. C.D. Calif. Case No. 10-42784) on Aug. 5, 2010.
EMAK Worldwide Service disclosed $4,423,652 in assets and
$3,123,135 in liabilities as of the Petition Date.

EMAK's other operating subsidiaries are excluded from these
voluntary petitions, including its Equity Marketing, Logistix,
Neighbor and Upshot agencies and operations in Asia.


ENCINO CORPORATE: Court Approves Levene Neale as Bankr. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorize Encino Corporate Plaza, L.P., to employ Levene Neale
Bender Rrankin & Brill LLP as bankruptcy counsel.

According to the Troubled Company Reporter on May 25, 2011, the
firm will, among other things:

     (a) advise the Debtor with regard to the requirements of
         the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules
         and the Office of the United States Trustee as they
         pertain to the Debtor;

     (b) advise the Debtor with regard to certain rights and
         remedies of its bankruptcy estate and the rights, claims
         and interests of creditors;

     (c) represents the Debtor in any proceeding or hearing in the
         Bankruptcy Court involving its estate unless the Debtor
         is represented in such proceeding or hearing by other
         special counsel; and

     (d) conducts examinations of witnesses, claimants or adverse
         parties and representing the Debtor in any adversary
         proceeding except to the extent that any such adversary
         proceeding is in an area outside of LNBYB's expertise or
         which is beyond LNBYB's staffing capabilities.

LNBYB will bill its time for its representation of the Debtor on
an hourly basis in accordance with LNBYB's standard hourly billing
rates:

      Attorneys                      Rate
      ---------                      ----
      David W. Levene, Esq.          $595
      David L. Neale, Esq.            595
      Ron Bender, Esq.                595
      Martin J. Brill, Esq.           595
      Timothy J. Yoo, Esq.            595
      Edward M. Wolkowitz, Esq.       595
      David B. Golubchik, Esq.        575
      Monica Y. Kim, Esq.             550
      Beth Ann R. Young, Esq.         550
      Daniel H. Reiss, Esq.           550
      Irving M. Gross, Esq.           550
      Philip A. Gasteier, Esq.        550
      Jacqueline L. James, Esq.       495
      Juliet Y. Oh, Esq.              495
      Michelle S. Grimberg, Esq.      495
      Todd M. Arnold, Esq.            495
      Todd A. Frealy, Esq.            495
      Anthony A. Friedman, Esq.       435
      Carmela T. Pagay, Esq.          435
      Krikor J. Meshefejian, Esq.     375
      John-Patrick M. Fritz, Esq.     375
      Gwendolen D. Long, Esq.         345
      Lindsey L. Smith, Esq.          275
      Paraprofessionals               195

During the one-year period prior to Debtor's Chapter 11 filing,
the Debtor paid $60,000 to LNBYB for legal services in
contemplation of and in connection with the Debtor's Chapter 11
case, inclusive of the Debtor's $1,039 chapter 11 bankruptcy
filing fee.

In addition to the Retainer, the Debtor's principals, M. Aaron
Yashouafar and Solymon Yashouafar have agreed, subject to the
approval of the Court, to make three monthly payments of $15,000
each to LNBYB on May 15, 2011, June 15, 2011 and July 15, 2011,
for a total of $45,000.

Mr. Neale attested that LNBYB does not represent any interest
adverse to the Debtor's estate.  LNBYB 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 Encino Corporate

Encino Corporate Plaza, L.P., filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles,
California, serves as the Debtor's counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ENDEAVOUR INT'L: S&P Assigns Preliminary 'CCC+' Corporate Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'CCC+'
corporate credit rating to Houston-based Endeavour International
Corp. The outlook is developing.

"At the same time, we assigned a preliminary 'CCC' issue rating to
Endeavour's proposed $250 million senior unsecured notes due 2016.
We also assigned a preliminary '5' recovery rating to the notes,
indicating our expectation of a modest (10% to 30%) recovery in
the event of a payment default. The company will use proceeds from
the transaction to repay existing indebtedness and for general
corporate purposes," S&P said.

"The ratings on Endeavour reflect a small reserve and production
base, heavy reliance on a single development for expected near-
term production growth and incremental cash flow, lack of
operating control, high debt leverage, and our assessment of
liquidity as less than adequate," said Standard & Poor's credit
analyst Patrick Y. Lee. A moderately long reserve life and
expectations for strong organic reserve replacement partially
temper those negative factors.

"The outlook is developing because we could raise or lower the
ratings depending on the Bacchus field development, which could
significantly affect Endeavour's reserves, production, cash flow,
and liquidity. We could raise the ratings if the Bacchus field
comes online in the second half of 2011 and produces expected
quantities of hydrocarbons, especially crude oil, thereby
improving cash flow and liquidity for the next year. We could
lower the ratings if Endeavour experiences production issues,
particularly with respect to the Bacchus development, and sees its
liquidity deteriorate," S&P added.


EPICEPT CORP: Request for Continued Listing on Nasdaq Granted
-------------------------------------------------------------
EpiCept Corporation announced that the Nasdaq Hearings Panel has
granted the Company's request for continued listing on the Nasdaq
Stock Market, subject to EpiCept evidencing, on or prior to
Sept. 30, 2011, a closing bid price of $1.00 or more for a minimum
of 10 consecutive trading days, which would bring EpiCept back
into compliance with Nasdaq Listing Rule 5550(a)(2).  In making
this determination, the Panel cited the Company's cash position,
the expectation that near-term clinical, regulatory or commercial
milestones can support compliance with the continued listing
requirements of the Nasdaq Capital Market, and the Company's
demonstrated ability to raise non-equity capital.

The Panel may, in its discretion, require that EpiCept evidence a
bid price of at least $1.00 for a period in excess of 10
consecutive trading days before determining that EpiCept has
satisfied the condition for continued listing.

EpiCept believes that the additional time granted by the Panel
provides an opportunity for the Company to achieve its near-term
milestones and may enable it to regain compliance with the minimum
bid price requirement without any other action.  In addition,
EpiCept has filed a definitive proxy statement seeking shareholder
approval for a potential reverse stock split within a range of 1:2
to 1:6 at its annual shareholder meeting taking place June 14,
2011.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company reported a net loss of $15.54 million on $994,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $38.81 million on $414,000 of revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$12.35 million in total assets, $18.37 million in total
liabilities, and a $6.02 million total stockholders' deficit.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.


FAIRCHILD SEMICONDUCTOR: S&P Raises Corp. Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. semiconductor manufacturer Fairchild Semiconductor
International Inc. to 'BB+' from 'BB'. The outlook is stable.

"The rating on Fairchild reflects the company's improved financial
risk profile from significant to intermediate, characterized by
the ongoing debt reductions and lower leverage," said Standard &
Poor's credit analyst Andrew Chang, "as well as our expectation
that the financial policy will remain consistent with current
levels." "We assume moderate growth in the discrete and
analog semiconductor segments in 2011 and anticipate that
Fairchild's growth will match or exceed that of the overall
industry given its broad product portfolio and focus on high-
growth wireless and energy efficiency chips."

"We further expect the company to generate consistently positive
cash flow through an industry cycle, and that liquidity will not
be compromised by future shareholder returns," added Mr. Chang.
Uneven profit generation over the past two years, lower margin
relative to peers due to commodity products, and Fairchild's mid-
tier competitive position partially offset these factors.


FOREST PACKING: To Liquidate Assets Under Chapter 7 Proceeding
--------------------------------------------------------------
Chris Allen Baker at the Scott County Times reports that Forest
Packing, as well as its affiliate, Lady Forest Farms, Inc., had
been granted a conversion to Chapter 7 bankruptcy status in
separate cases which involves liquidation of assets.

According to the report, Steven Smith, a certified public
accountant in Jackson, is serving as the trustee for the two
companies' bankruptcy cases.  Since the conversion to Chapter 7
for the two companies, Mr. Smith said the unsecured creditor's
committee was no longer in effect.

Mr. Baker relates that the conversion motions made note of the
secured creditors' intent to proceed to have the automatic stay
lifted and to foreclosure upon the collateral.  Absent secured
creditor support, the creditors admitted they saw little prospect
for successfully defending any motions for relief from the
automatic stay and therefore remaining in Chapter 11 was no
longer a viable alternative.

Based in Forest, Mississippi, Forest Packing Company filed for
Chapter 11 bankruptcy protection on Feb. 21, 2011 (Bankr. S.D.
Miss. Case No. 11-00627).   Craig M. Geno, Esq., at  Harris
Jernigan & Geno, PLLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and $10
million.


FRAC TECH: S&P Affirms Rating on $1.5-Bil. Term Loan at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
(same as the corporate credit rating) on Cisco, Texas-based
oilfield services company Frac Tech International LLC's $1.5
billion term loan due 2016. "At the same time, we revised the
recovery rating on the term loan to '3' from '4'. The '3' recovery
rating indicates our expectation of a meaningful (50% to 70%)
recovery in the event of default," S&P said.

S&P continued, "We also affirmed our 'BB' issue-level rating and
'1' recovery rating on Frac Tech's remaining $230 million (out of
$550 million) 7.125% senior unsecured notes due 2018."

Following a tender offer, Frac Tech recently agreed to repurchase
$320 million of its $550 million 7.125% senior unsecured notes due
2018, which will be paid for with cash on hand (rather than using
a delayed draw term loan as was originally contemplated). "As a
result, we revised the recovery rating on Frac Tech's $1.5 billion
term loan," S&P said.

"Our ratings on Frac Tech reflect the company's weak business risk
profile and aggressive financial risk profile. Our assessment of
the company's business risk profile hinges on its position as a
fracturing service provider (pressure pumping services provided to
exploration and production companies in the well completion
process) subject to the high degree of demand and price volatility
inherent in the market for fracturing services. The weak business
risk profile also reflects the highly competitive nature of the
industry, the significant planned fracturing capacity additions
over the next one to two years, and the company's high
concentration in the gas-levered Haynesville shale. However,
Frac Tech is now redirecting some of its equipment to oil and
liquids-rich plays," according to S&P.

"Our negative outlook on Frac Tech reflects the increased leverage
associated with the recent buyout transaction by Singapore-based
Temasek/RRJ Capital, as well as our concerns about overcapacity in
the U.S. fracturing services industry. We could lower the rating
if leverage increases materially--a scenario we think could occur
as a result of significantly weaker market fundamentals or
aggressively financed growth initiatives. Alternatively, we
could revise the outlook to stable if operating performance
exceeds our expectations due to strong market conditions and we
believe these conditions will be sustainable, or if the company is
successful in materially reducing its debt," S&P said.

Ratings List
Frac Tech Services LLC
Corporate credit rating            B+/Negative/--
$550 mil sr unsecured notes        BB
   Recovery rating                  1

Frac Tech International LLC
Revised Recovery Rating
                                   To       From
$1.5 bil term loan                B+       B+
  Recovery rating                  3        4


FREEDOM ENVIRONMENTAL: GBH CPAs Raises Going Concern Doubt
----------------------------------------------------------
Freedom Environmental Services, Inc., filed on June 6, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
Freedom Environmental Services' ability to continue as a going
concern.  The independent auditors noted that the Company has a
net loss for the year ended Dec. 31, 2010, of $2.54 million, an
accumulated deficit at Dec. 31, 2010, of $20.48 million, cash
flows used in operating activities of $116,307 and needs
additional cash resources to maintain its operations.

The Company reported a net loss of $2.54 million on $2.19 million
of revenues for 2010, compared with a net loss of $4.95 million on
$293,282 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.83 million
in total assets, $2.31 million in total liabilities, all current,
and stockholders' equity of $515,945.

A copy of the Form 10-K is available at http://is.gd/ZmSbQI

Orlando, Fla.-based Freedom Environmental Services, Inc., provides
wastewater management and recycling services to its customers
throughout its  different divisions.


G.B.S. HOLDING: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: G.B.S. Holding, Ltd.
        3736 Winterfield Road, Suite 200
        Midlothian, VA 23113

Bankruptcy Case No.: 11-33708

Chapter 11 Petition Date: June 3, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Bruce E. Arkema, Esq.
                  DURRETTECRUMP PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  E-mail: barkema@durrettecrump.com

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

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

The petition was signed by George B. Sowers, Jr., president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Roseland Village, LLC                 11-30223             1/13/11

Debtor's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Towne's Engineering                Engineering Services    $25,841
9850 Lori Road, Suite 201
Chesterfield, VA 23832

Thurman Cash Insurance Agency      Insurance Premiums      $15,256
Post Office Box 35601
Richmond, VA 23235

Keiter Stephens Hurst Gary &       Accounting Services      $8,142
Shreaves, P.C.
P.O. Box 32066
Henrico, VA 23294

Timmons Group, Inc.                Engineering Services     $5,607

Anthem Healthkeepers               Insurance Premiums       $5,102

MGMLAW                             Legal Fees               $3,568

FloranceGordonBrown                Legal Fees               $1,830

Perfect Lawncare                   Lawn Service             $1,160

Anthem Southast Dental             Insurance Premiums         $538

AFLAC                              Insurance Premiums          $78


GARDENS OF GRAPEVINE: Case Summary & Creditors List
---------------------------------------------------
Debtor: The Gardens of Grapevine Development, L.P.
          aka The World Villages of Grapevine
        3930 Glade Road, Suite 108
        Colleyville, TX 76034

Bankruptcy Case No.: 11-43260

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Frank Jennings Wright, Esq.
                  WRIGHT GINSBERG BRUSILOW P.C.
                  14755 Preston Road, Suite 600
                  Dallas, TX 75254
                  Tel: (972) 419-4726
                  Fax: (972) 239-0138
                  E-mail: bankruptcy@wgblawfirm.com

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

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

Debtor-affiliate that commenced Chapter 11 petitions on June 6,
2011:

   Affiliate                                           Case No.
   ---------                                           --------
Debtor: The Gardens of Grapevine Development GP, LLC   11-43261
   Assets: $100,001 to $500,000
   Debts: $10,000,001 to $50,000,000

The petitions were signed by Rafael Palmeiro, manager.

The Gardens of Grapevine Development, L.P.'s List of 10 Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Goodwin and Marshall, Inc.         Trade Debt              $45,000
2404 Mustang Drive
Grapevine, TX 76051

Condon Thornton Harrell Malik LLP  Trade Debt              $33,006
8080 Park Lane, Suite 700
Dallas, TX 75231

K&L Gates LLP                      Trade Debt              $24,104
210 Sixth Avenue
Pittsburgh, PA 15222

Morris Architects                  Trade Debt              $21,842

GSBS Architects                    Trade Debt              $11,919

iTeres Group                       Trade Debt               $7,000

Altus Group                        Trade Debt               $7,000

Larson, Allen, Welshair and        Trade Debt               $5,125
Co., LLC

Argus Software                     Trade Debt               $4,745

D. Allan Bowlby and Associates,    Trade Debt                 $500
Inc.


GAYLE PROPERTY: Can't Undo Foreclosure by Secured Lender
--------------------------------------------------------
Bankruptcy Judge Paul Mannes held in a June 2, 2011 Memorandum of
Decision that Gayle Property Ventures, LLC, cannot undo
foreclosure by the secured lender, Eastern Savings Bank, FSB.
While the Debtor can seek relief in state court, its options are
limited.  Judge Mannes also noted Eastern Savings Bank is
protected by Fed. Rule of Bankruptcy Proc. 9011(c), as any
attorney filing another petition on behalf of the Debtor would be
subject to the sanctions.  For an attorney to escape sanctions for
a fourth filing on behalf of the Debtor, there would have to be a
massive change in circumstances, and that does not appear likely
in the circumstances.  A copy of the Court's decision is available
at http://is.gd/fUeDN8from Leagle.com.

Gayle Property Ventures, LLC, in Bladensburg, Maryland, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 10-37533) on Dec. 6,
2010. John Douglas Burns, Esq. -- burnslaw@burnslaw.algxmail.com
-- The Burns Law Firm, LLC, serves as its bankruptcy counsel.  In
its petition, the Debtor estimated under $10 million in assets and
debts.  The petition was signed by Alton Gayle, president.

Gayle Property Ventures also filed for Chapter 11 (Bankr. D. Md.
Case No. 08-19491) on July 24, 2008.  Mr. Burns also served as
bankruptcy counsel in the 2008 Case.


GOODMAN NETWORKS: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to Plano, Texas-based Goodman Networks
Inc. "At the same time, we assigned our 'B+' issue-level rating
and '4' recovery rating to the company's proposed $225 million of
senior secured notes due 2018. The '4' recovery rating indicates
our expectation of average (30% to 50%) recovery in the event of a
payment default. The outlook is stable," S&P stated.

The company intends to use the proceeds from the notes, which will
be issued under rule 144A without registration rights, to
consolidate equity ownership, repay existing debt, and fund
additional working capital needs. "Goodman will also enter into a
new $50 million senior secured revolver, which we will not rate.
Total funded debt outstanding is likely to be about $225 million,"
S&P related.

"The ratings on Goodman reflect very high customer concentration,
participation in a competitive and fragmented industry, dependence
on spending patterns by telecommunications carriers, and an
aggressive financial profile," said Standard & Poor's credit
analyst Allyn Arden. Tempering factors include our expectation for
double-digit revenue and EBITDA growth over the next few years,
reflecting significant infrastructure spending by wireless
carriers to support increased demand for data services, and the
considerable backlog and multiyear contracts with its key
customers. The ratings assume leverage declines to 3.0x or lower
by the end of 2012 from an expected 3.7x level, pro
forma for this debt transaction.


GRAHAM & CURRIE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Graham & Currie Well Drilling Company, Inc.
        4530 & 4532 N.C. Hwy 73
        West End, NC 27376

Bankruptcy Case No.: 11-04363

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Travis Sasser, Esq.
                  SASSER LAW FIRM
                  2000 Regency Parkway, Suite 230
                  Cary, NC 27518
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  E-mail: tsasser@carybankruptcy.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nceb11-04363.pdf

The petition was signed by T. Benford Graham Jr., president.


GSC GROUP: Initial Hearing on Sale to Lenders on June 29
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 trustee for GSC Group Inc. filed
papers June 8 to sell the business and fully satisfy $256.8
million in secured claims.  There would be $18.6 million cash left
over, allowing the trustee to propose a liquidating Chapter 11
plan with $4.6 million for unsecured creditors.  There will be a
preliminary hearing in bankruptcy court on June 29 on the
trustee's proposal.  If it's not killed off by a minority group of
dissenting secured creditors, the hearing to approve the sale will
take place July 6.

The trustee, former bankruptcy judge James L. Garrity, is
proposing two sales.  One would be modified version of the
agreement that emerged from an auction in October providing for
the sale of most of the business.  The second sale would dispose
of most of the remaining assets, other than lawsuits and $11.6
million cash.

All of the secured lenders other than Black Diamond Capital
Finance LLC, Mr. Rochelle recounts, filed a Chapter 11 plan in
April hoping to head off a sale of the business by Mr. Garrity.
Their plan would give the lenders all the new stock and $160
million in new 10 percent senior notes to mature in 2026.
Unsecured creditors would receive nothing.  Mr. Garrity says the
minority lenders' plan would face possibly insurmountable
opposition because Black Diamond alone owns enough debt to vote it
down.  It's also inferior, the trustee said, because it would have
nothing for unsecured creditors.

Mr. Rochelle relates that to mollify dissenting creditors, Mr.
Garrity's proposal would allow the secured creditors to sue one
another in state court over a division of the sale proceeds.  It
would also allow the dissenting group to sue Black Diamond for its
conduct in connection with the October sale.  The primary sale
would have Black Diamond, as agent for the secured lenders, paying
for most of the assets with a $224 million credit bid, a $6.7
million note, $5 million cash, and debt assumption.  The second
sale would cover the remaining secured debt.

After both sales are completed, Mr. Garrity, the report relates,
says he would have $18.6 million left to pay $7 million in costs
of the Chapter 11 case and $7 million in wind-down expenses,
leaving $4.6 million for unsecured creditors.  The trustee says a
sale is preferable because there is no prospect of confirming the
minority lenders' plan in any reasonable time, given opposition
from Black Diamond.

                          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


HAMPTON ROADS: Fitch Affirms 'B+' Rating on Class III Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings for these classes of
Hampton Roads PPV, LLC, VA military housing taxable revenue bonds
(Hampton Roads Unaccompanied Housing Project), 2007 series A (the
bonds):

   -- Approximately $210 million class I at 'A-';

   -- Approximately $58 million class II at 'BB+';

   -- Approximately $9 million class III at 'B+'.

The bonds have been removed from Rating Watch Negative and
assigned a Stable Rating Outlook.

Rating Rationale:

   -- The ratings on the bonds are being affirmed based on the
      2010 debt service coverage ratios (DSCR) of 1.39 times (x),
      1.07x and 1.00x, respectively, and the projected DSCRs of
      1.59x, 1.23x and 1.15x based on the 2011 budget at current
      occupancy levels. While these coverage ratios are well below
      initial underwriting projections, they are in line with
      current rating levels as the bonds were downgraded to the
      current levels in April 2010.

   -- The project has experienced adequate occupancy levels since
      construction completion in July 2010, and the current
      occupancy is sound at 95% as of March 2011.

   -- All bonds have been assigned a Stable Outlook as the current
      performance of the project in terms of occupancy and debt
      service coverage is sufficient for the respective rating
      levels.

   -- Since operating expenses far exceed initial projections
      (largely due to high turnover levels, staffing and
      utilities), managing expenses will continue to be a
      challenge for the project operator. Additionally, bond debt
      service increases to it maximum beginning in 2013 (from
      $17.7 million in 2010 to $19.2 in 2013).

   -- The absence of a cash funded debt service reserve fund
      detracts from bond holder security for all classes of bonds;
      however, the class III bonds are most vulnerable to this
      fact.

   -- The 2011 Basic Allowance for Housing (BAH) rates
      demonstrated a 0.8% decline from 2010 rates and the most
      recent budget projections from the property sponsor reflect
      the new rate. Fitch expects that 2012 BAH rates may also be
      negatively influenced by rental rates in the area in 2011
      based on third party Property and Portfolio Research
      projections for apartment rent levels in the Norfolk area
      which expect a 0.4% decrease.

Key Rating Drivers:

   -- A material decrease in BAH rates for the Norfolk market
      area;

   -- Management's inability to maintain current occupancy levels
      and/or control project operating expenses.

Security:

The bonds are special limited obligations of the issuer and are
secured by a first lien on all receipts of the project, the
majority of which comes from the monthly housing allowance, or
BAH. BAH, is a cash allowance based on local rental rates and is
an integral part of the compensation of U.S. military personnel.

Credit Summary:

In April 2010, the developer revised pro forma cash flows to
reflect construction delays, reduced occupancy levels, increased
operating expenses, and reduced interest income. As of Dec. 31,
2010 year end operating data, the property met the revised budget
at 1.39x, 1.07x and 1.00x respectively.

Property management reports that the project continues to
experience operating expenses that are much higher than what was
originally underwritten. A comparison of property operating
expenses for 2010 exceeds underwriting assumptions for 2010 by
32%. Management reports that high turnover levels, staffing
related issues and utilities are contributing to these higher
expense levels. They are actively managing the situation, and
actual expenses for the three-month period ending March 2011 are
under budget by 3.3%.

When a 10% vacancy factor is applied to the current budget (BAH
and expense levels remain at current levels), DSCRs decline to
1.44x, 1.11x and 1.04x in 2011, respectively. These ratios decline
further to 1.31x, 1.01x and 0.95x respectively when 2013 debt
service levels are applied.

The bonds have a debt service reserve fund whereby AMBAC serves as
the surety bond provider. Fitch does not assign any value to the
AMBAC surety bond and does not rely on their presence in the event
of project financial deterioration.


HARRIS AGENCY: Counsel Directed to Disgorge $37,546 in Fees
-----------------------------------------------------------
The Law Offices of Paul J. Winterhalter, P.C., bankruptcy counsel
to The Harris Agency, LLC, seeks payment on its First and Second
Interim Applications for Compensation and Reimbursement of
Expenses.  The Applications are contested by the United States
Trustee and the Chapter 11 Trustee.  Winterhalter --
pwinterhalter@pjw-law.com -- who represented the Debtor from the
inception of the Chapter 11 case, was disqualified on May 10,
2010, due to an actual conflict of interest.  Following the order
disqualifying Winterhalter, and preceding a determination on the
Applications, further objections were filed which allege that
Winterhalter had an additional, undisclosed conflict of interest
prior to the one that caused its May 2010 disqualification.

In a June 2, 2011 Memorandum Opinion, Bankruptcy Judge Jean K.
Fitzsimon held that Winterhalter did have an actual conflict of
interest as of the earlier date and, therefore, that the majority
of the Firm's fees should be denied and disgorged accordingly.
Due to Winterhalter's disqualification, the total fees allowed
with regard to both Applications -- through and including March 9,
2009 -- are $39,053.25; the total expenses allowed are $1,293.67.
Because Winterhalter has already received payment from Archway
Insurance Services, LLC, and Alliance National Insurance Company
of $77,893.11 for services rendered in connection with the Chapter
11 case, Winterhalter is ordered to disgorge $37,546.19.
Winterhalter must return $19,524.02 of the Disgorged Amount to
Archway and $18,022.17 to Alliance. A copy of the Court's decision
is available at http://is.gd/Wv7iX4from Leagle.com.

                        About Harris Agency

The Harris Agency, LLC, is an insurance agency which services
predominantly commercial business insurance needs.  In 2005,
Nevada Investment Partners, LLC formed to acquire Harris' business
from its then owner, Brown & Brown Insurance of Nevada, Inc.  The
membership interests in NIP were held by Randall Siko, Eric K.
Bossard, Debra Agnew, and Fred Milbert.  The members, or most of
them, also have formed these entities, which are thus related to
the Debtor: Alliance Insurance Services, LLC, Archway Insurance
Services, LLC, and Union One Insurance Group, LLC.

Harris Agency filed for Chapter 11 (Bankr. E.D. Pa. Case No.
09-10384) on Jan. 20, 2009, listing under $500,000 in assets and
$1 million to $10 million in debts.

The Debtor filed a proposed Plan of Reorganization and Disclosure
Statement on Sept. 8, 2009.  The Plan and Disclosure Statement
were withdrawn on Nov. 4, 2009.  Pursuant to the Plan, Archway was
to contribute $110,000 in new equity in exchange for receiving 50%
of the equity interest in the reorganized debtor, without waiving
its right to payment on its unsecured claim.  Trinity Capital
Management Group, LLC., a separate company owned by James Agnew,
was to have its $109,500 secured claim for a post-petition loan
satisfied in consideration for receiving the other 50% equity
interest in the reorganized debtor.  Upon completion of the Plan,
Randall Siko, Eric Bossard and James Agnew were to act as officers
and directors of the Debtor.  The Plan calls for the secured debt
of a consortium of banks to be paid in full.  The Plan did not
contemplate any payment of a $2,924,125 loan from Brooke Credit
Corporation from any of the Debtor's co-obligors.


HARRY & DAVID: Proposes July 29 Deadline for Submission of Ballots
------------------------------------------------------------------
On May 18 2011, Harry & David Holdings, Inc., and its debtor
subsidiaries filed with the U.S. Bankruptcy Court for the District
of Delaware a Joint Chapter 11 Plan of Reorganization and related
Disclosure Statement.  The Court scheduled a June 24, 2011 hearing
to consider the Disclosure Statement.

As reported in the TCR on May 24, 2011, the proposed Plan will
allow the Company to convert all of its approximately $200 million
of outstanding public notes into equity of the reorganized
company.  The Plan also includes an equity capital raise that will
generate $55 million in equity financing upon the Company's
emergence from Chapter 11.  A group of the Company's existing
noteholders have agreed to backstop the equity capital raise.  The
Company will utilize proceeds from the equity capital raise to
satisfy obligations arising from its $55 million post-petition
term loan.  Additionally, the Company has a $100 million revolving
loan commitment to finance its operations after the Company exits
Chapter 11 which will replace its current $100 million post-
petition revolving loan facility.

Harry & David Holdings anticipates mailing ballots and other
approved solicitation materials no later than July 1, 2011.  Based
on this schedule, Harry & David Holdings asks the Bankruptcy Court
to set, except as provided below with respect to Senior Notes
Ballots, 5:00 p.m., Eastern Time, on the date that is at least 28
days after the date on which the Debtors mail the Ballots and
other approved solicitation materials as the deadline for the
submission of votes to accept or reject the Plan (the "Voting
Deadline").  In any event, the Voting Deadline will be no later
than July 29, 2011.

With respect to Senior Notes Ballots, as proposed, a beneficial
owner of Senior Notes for which a Nominee will be completing a
Senior Notes Master Ballot will return its Form B Senior Notes
Ballot to the appropriate Nominee in sufficient time, but in any
event not later than three business days prior to the Voting
Deadline, to permit the Nominee to process the Form B Senior Notes
Ballot, complete a Senior Notes Master Ballot, and forward the
Senior Notes Master Ballot to the Voting Agent for receipt prior
to the Voting Deadline.

In accordance with Bankruptcy Rule 3017(c) and consistent with the
Debtors' proposed solicitation schedule, the Debtors request that
the hearing on confirmation of the Plan be scheduled by the Court
for Aug. 11, 2011.

The Debtors further propose that objections to confirmation of the
Plan, if ay, be set no later than 5:00 p.m., Eastern Time, on the
date that is no less than 28 days after the date on which the
Debtors serve the Confirmation Hearing Notice.  In any event, the
Confirmation Objection Deadline will be no later than July 29,
2011.

                   About Harry & David Holdings

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HARRY & DAVID: PBGC Fights Firm's Bid to Terminate Pensions
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Pension Benefit Guaranty
Corp., a federal corporation that serves as a safety net for
retiree benefits, is objecting to Harry & David Holdings Inc.'s
bid to unload its pension plan in bankruptcy.

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

The Debtors' proposed Plan of Reorganization will allow the
Company to convert all of its approximately $200 million of
outstanding public notes into equity of the reorganized company.
The Plan also includes an equity capital raise that will generate
$55 million in equity financing upon the Company's emergence from
chapter 11.  The Plan has the support of the Official Committee of
Unsecured Creditors and the holders of approximately 81% of the
Company's public notes.


HIGHLANDS OF MONTOUR RUN: Can't Use Rents to Fund Plan
------------------------------------------------------
Bankruptcy Judge Pamela S. Hollis tossed out the disclosure
statement explaining Highlands of Montour Run, LLC's Chapter 11
plan.

Wells Fargo Bank, N.A., and its successor-in-interest German
American Capital Corporation object to the Disclosure Statement,
saying the Plan is unconfirmable because the Debtor no longer has
the right to rents or income generated by the Debtor's property.
The Bank also contends that the Disclosure Statement fails to
provide adequate information.  Wells Fargo holds a first mortgage
on the Debtor's property.

On Nov. 3, 2010, the Court entered an order conditioning the
automatic stay on strict compliance with 11 U.S.C. Sec.
362(d)(3)(B).  The Debtor was ordered to, on or before Nov. 15,
2010, cure existing defaults including the failure to pay the Bank
adequate protection payments and the failure to make monthly
interest payments on the pre-petition indebtedness at the non-
default contract rate of interest prescribed in the Mortgage.

On Dec. 9, 2010, the Bank filed a notice of default and
termination of the automatic stay, stating that the Debtor
violated the Strict Compliance Order in failing to make certain
payments.  On Dec. 13, 2010, the Debtor filed an emergency motion
for a preliminary injunction and/or temporary restraining order
requesting that the court "reimpose" the automatic stay. The Court
denied the Debtor's motion.

The Bank stated in its objection that it obtained a writ of
possession directing the Sheriff of Allegheny County to deliver
possession of the Property to the Bank. The Bank indicated that it
took possession of the Property on Dec. 27, 2010, and activated
its right to collect rents generated from the Property on Dec. 27,
2010, by providing notice to tenants to deliver rent payments to
the Bank's agent, Lincoln Management.  On Dec. 30, 2010, and again
on Feb. 4, 2011, the Bank notified the Debtor of its intent to
seek entry of a default judgment in the pending foreclosure action
it had filed pre-petition.

On Jan. 3, 2011, the Debtor filed its first amended plan of
reorganization and on Jan. 5 filed an amended disclosure
statement.  The Disclosure Statement provided that all payments to
be made under the Plan would be made from (1) rental and other
income generated by the Property, (2) the recoveries, if any, from
any causes of action, and (3) the proceeds of the sale or
refinancing of the Property.

A copy of Judge Hollis' June 6, 2011 Memorandum Opinion is
available at http://is.gd/p9izI0from Leagle.com.

Highlands of Montour Run, LLC, filed a voluntary petition (Bankr.
N.D. Ill. Case No. 10-21678) on May 12, 2010.  It is a single
asset real estate debtor as defined in 11 U.S.C. Sec. 101 (51B).
It owns a residential rental apartment complex in Corapolis,
Pennsylvania.


HORIZON LINES: Two Directors Re-elected at Annual Meeting
---------------------------------------------------------
Horizon Lines, Inc., announced that shareholders at the company's
annual meeting today re-elected two Class III directors and
ratified the appointment of Horizon Lines' public accounting firm
Ernst & Young LLP.
During the annual meeting, shareholders re-elected Class III
directors Thomas P. Storrs and Bobby J. Griffin.  Mr. Storrs has
served as a director for the company since June 2007, and Mr.
Griffin has served since June 2010.

Additionally, shareholders ratified the appointment of Ernst &
Young LLP as the company's independent registered public
accounting firm for the fiscal year ending Dec. 25, 2011.

Shareholders also provided a non-binding, advisory vote approving
the compensation paid to the company's named executive officers,
as well as provided a non-binding, advisory vote recommending that
such advisory votes on executive compensation be held every year.

Separately, after the shareholders meeting, the Board of Directors
voted to appoint Michael F. Zendan II, 48, to the position of
Senior Vice President, General Counsel and Secretary.  Mr. Zendan,
previously Vice President and Deputy General Counsel, succeeds
Robert S. Zuckerman, 67.  Mr. Zuckerman, as part of an orderly
succession process, will remain with the company in a full-time
capacity in the newly created position of Vice President, Law and
Government Affairs.

Prior to joining the company in September 2009, Mr. Zendan served
for 10 years as Vice President, General Counsel & Secretary at
Muzak LLC.  Previous to that, Mr. Zendan worked in various legal
roles, including Assistant General Counsel, for Coltec Industries
Inc., in Charlotte, NC, and West Hartford, CT.  Mr. Zendan
received his undergraduate degree, With Distinction, from Cornell
University and his law degree from the State University of New
York at Buffalo, where he graduated Cum Laude.  He is a member in
good standing of the Connecticut Bar Association since December
1988, the District of Columbia Bar since 1989, and the North
Carolina Bar since March 1997.

                        About Horizon Lines

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.

Horizon Lines reported a net loss of $57.97 million on
$1.16 billion of operating revenue for the fiscal year ended
Dec. 26, 2010, compared with a net loss of $31.27 million on
$1.12 billion of operating revenue for the fiscal year ended
Dec. 20, 2009.

The Company's balance sheet at March 27, 2011, showed
$804.0 million in total assets, $797.3 million in total
liabilities, and stockholders' equity of $6.66 million.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt about
Horizon Lines' ability to continue as a going concern, following
the Company's 2010 results.  According to Ernst & Young, there is
uncertainty that Horizon Lines, Inc., will remain in compliance
with certain debt covenants throughout 2011 and will be able to
cure the acceleration clause contained in the convertible notes.

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2011,
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its
'Caa1' Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to
'Caa1' and maintained the negative outlook.


HOVNANIAN ENTERPRISES: Incurs $72.66MM Net Loss in April 30 Qtr.
----------------------------------------------------------------
Hovnanian Enterprises, Inc., reported a net loss of $72.66 million
on $255.09 million of total revenues for the three months ended
April 30, 2011, compared with a net loss of $28.63 million on
$318.58 million of total revenues for the same period during the
prior year.  The Company also reported a net loss of $136.81
million on $507.66 million of total revenues for the six months
ended April 30, 2011, compared with net income of $207.55 million
on $638.23 million of total revenues for the same period a year
ago.

The Company's balance sheet at April 30, 2011, showed $1.73
billion in total assets, $2.08 billion in total liabilities and a
$349.81 million total deficit.

"On a per community basis, our net contracts, including
unconsolidated joint ventures, held steady at 1.9 contracts per
community per month throughout the quarter, but were still well
below the elevated levels of a year ago that benefited from the
federal homebuyer tax credit," commented Ara K. Hovnanian,
Chairman of the Board, President and Chief Executive Officer.
"While the spring selling season has been disappointing, there
were a couple of bright spots, including a 28% year-over-year
increase in net contracts in May, an increase in our community
count during the second quarter and a sequential increase in
backlog at April 30, 2011."

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/tdTifI

                    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.

                           *     *     *

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.


HOWREY LLP: Wants Chapter 11 Case Moved to Washington
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the law firm Howrey LLP put itself into Chapter 11 on
June 6 in San Francisco, in response to an involuntary Chapter 7
petition filed in April.  At a June 29 hearing, the firm will ask
the San Francisco judge to move the case to the Washington area.
Creditors filed the involuntary petition in San Francisco where
the firm had one if its 19 offices around the world.  The firm
closed March 15.  Howrey's main office had been in Washington.
The firm previously was known as Howrey & Simon and Howrey Simon
Arnold & White LLP. At one time, it had more than 700 lawyers.

                        About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.  The firm
specialized in antitrust and intellectual-property matters.  The
three creditors filing the involuntary petition together have
$36,600 in claims, according to their petition.  The firm can
defeat the petition by showing it is generally paying debts as
they come due.  The firm can also consent to bankruptcy and
convert the case in Chapter 11, where the firm's management would
remain in control, at least initially.


HOWREY LLP: Moves to Liquidate After Chapter 11 Conversion
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a California
bankruptcy judge cleared Howrey LLP on Monday to convert its
involuntary Chapter 7 case into a voluntary Chapter 11, and the
defunct law firm quickly began efforts to wind down its
operations.

U.S. Bankruptcy Judge Dennis Montali approved the conversion, and
the debtors followed with a slew of first day motions, including a
request to use the cash collateral of secured lender Citibank NA,
which is owed $50 million, according to Law360.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.  The firm
specialized in antitrust and intellectual-property matters.  The
three creditors filing the involuntary petition together have
$36,600 in claims, according to their petition.  The firm can
defeat the petition by showing it is generally paying debts as
they come due.  The firm can also consent to bankruptcy and
convert the case in Chapter 11, where the firm's management would
remain in control, at least initially.


HUSKY INT'L: S&P Assigns 'B+' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Husky International Ltd. "At the same
time, we assigned our 'B' senior secured debt rating and a '3'
recovery rating to Husky's $1.03 billion senior secured credit
facility, consisting of a $110 million revolver due 2016 and $920
million term loan B due 2018. Standard & Poor's also assigned a
'CCC+' senior unsecured rating and a '6' recovery rating,
indicating our belief of negligible recovery (0%-10%) in the event
of a default, to Husky's $570 million senior unsecured notes due
2019," S&P stated.

"The ratings mainly reflect the company's highly leveraged
financial risk profile," said Standard & Poor's credit analyst
Arthur Wong. "Husky's debt leverage is in excess of 6x and its
funds from operations (FFO) to total debt is under 12%. Also
reflected in the ratings is the cyclical nature of the plastic
injection molding machinery business, and our belief that leverage
will only modestly improve over the near term. Partially
offsetting these concerns is what we deem as Husky's fair business
risk profile, given its leading position, by a significant margin,
in the sale of plastic injection molding machines for its target
markets and its diverse customer and geographic base."

Husky competes in the fragmented and cyclical $30 billion
injection molding machinery market, providing injection molding
machines, molds, hot runners, controllers, and ancillary equipment
as well as aftermarket parts and services. The company has a
strong position in the niche polyethylene terephthalate (PET)
beverage packaging market, which comprises in excess of 60% of
Husky's revenues and where the company holds an estimated market
share of more than 70%.

Demand for plastic injection molding equipment began to recover in
2010, following the economic downturn of late 2008-2009. Husky's
revenues grew a healthy 10% in 2010, albeit this was off a
relatively weak 2009 and the worldwide economy remains in its
early shaky stages. Husky's focus on the global PET beverage
packaging market somewhat insulates the company from economic
swings. However, high oil and resin prices continue to affect
customers' abilities to invest in new processing machinery. The
company itself faces raw material inflation, given that steel is
its primary material input.

Although Standard & Poor's expects that Husky to generate steady
growth and free cash flows over the intermediate term, the company
is highly leveraged, at over 6x, and will likely remain so over
the next couple of years, despite project modest declines.
Standard & Poor's conservatively projects a modest mid-single
digit industry revenue growth outlook and stable EBITDA margins
for Husky in 2011.

"Our outlook on Husky is stable. The company maintains its strong
leading position in a niche provider of plastic delivery and
control systems for the PET beverage container market. We believe
there is very limited upside potential for the rating over our
outlook period, given the high initial leverage, relatively weak
FFO-to-debt, and the sponsor-owned nature of the company, which
makes Husky's long-term financial policy uncertain. We could
lower the ratings if there is an unexpected reversal of business
prospects, or major acquisitions or dividend activity that pushes
leverage up from its already-high levels and liquidity becomes
pressured," S&P added.


I-10 BNC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: I-10 BNC Office Building, LP
        990 Highland Dr., Ste 203
        Solana Beach, CA 92705

Bankruptcy Case No.: 11-09520

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

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

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Barry S. Nussbaum, manager of Managing
LLC.


INNKEEPERS USA: Wants Plan Filing Exclusivity Until Oct. 1
----------------------------------------------------------
BankruptcyData.com reports that Innkeepers USA Trust filed with
the U.S. Bankruptcy Court a third motion to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including October 1, 2001.

The Court scheduled a June 23, 2011 hearing to consider the
motion.

                      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.


INT'L WIRE: S&P Revises Senior Notes Recovery Rating to '3'
-----------------------------------------------------------
Standard & Poor's Ratings Services upwardly revised its recovery
rating on International Wire Group Inc.'s secured notes. Standard
& Poor's revised the recovery rating on these notes to '3',
indicating its expectations for meaningful (50% to 70%)
recovery in the event of a payment default, from '4'.

The recovery rating revision reflects higher potential recovery
for the secured lenders as a result of a higher discounted EBITDA
through a business cycle of approximately $40 million. "To
calculate this EBITDA value, we looked at both historical EBITDA
performance and our projections for International Wire over the
next two to three years. To estimate the company's enterprise
value, we used a 5x EBITDA multiple, resulting in a gross value of
about $200 million," S&P related.

S&P continued, "The consolidated ratings on U.S.-based
International Wire Group reflect what we consider to be the
combination of the company's vulnerable business risk
and aggressive financial risk profile. In our view, the rating
incorporates the company's exposure to volatile copper prices,
cyclical end markets, its relatively modest size and scope, and
thin operating margins compared with its peer group. It also
reflects management's willingness to maintain leverage at a level
we consider consistent with its aggressive financial policy.
Nonetheless, the company has historically generated good cash flow
relative to fixed charges and should continue to benefit from an
improved cost structure and long-standing customer relationships."

Ratings List

International Wire Group Inc.
Corporate credit rating                B/Positive/--

Recovery Rating Revised
                                        To                 From
International Wire Group Inc.
$140 mil. senior notes due 2014        B                  B

  Recovery rating                       3                  4


INTERPUBLIC GROUP: Moody's Lifts Credit Rating to Baa3 From Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded The Interpublic Group of
Companies, Inc.'s ("IPG") senior unsecured ratings to Baa3 from
Ba2. Moody's also assigned a Baa3 rating to the company's new $1
billion unsecured revolving credit facility due May 2016, which
replaced the company's $650 million revolver maturing in 2013 and
is pari passu with the company's senior unsecured notes. The
company's Corporate Family Rating (CFR), Probability of Default
Rating (PDR) and Speculative Grade Liquidity Rating have been
withdrawn as they are not applicable to investment grade
companies. The ratings outlook is stable.

The upgrade reflects the company's steady improvement on all
operating performance fronts as the economy recovered from
recession, better than expected cash flow generation and the
reduction of leverage by over a turn, from 5.4x in 2009 to 4.1x
(including Moody's standard adjustments) at year end 2010. "The
upgrade is also based on Moody's expectation that IPG's
deleveraging trajectory demonstrated over the last few years will
continue in 2011 and 2012 as it both reduces debt and improves its
EBITDA and operating profit margin," stated Neil Begley, Senior
Vice President at Moody's. Moody's anticipates that leverage will
decline another turn over the next two years after which it will
be sustained under 3.0x (assuming continuing economic expansion)
as management deploys free cash flow to fund share repurchases and
dividends. While the company's organic growth has historically
lagged that of peers, it made significant recovery in 2010, with
7.0% growth in 2010 and leading its peer group with 9.3% organic
growth in the first quarter of 2011. Moody's expects that IPG will
sustain top line performance for the near term due particularly to
efforts by new management at McCann, its largest agency network.

Moody's has also focused intensely on IPG's substandard operating
margins relative to peers, which were in recovery before the
recession drove it down to under 6% in 2009. The company's profit
margin recovered well in 2010 to 8.5% and Moody's anticipates that
IPG will recover to industry norms over the intermediate-term.
Moody's anticipates the company reaching double digit margins in
2011 and being within a reasonable range of its peers by the end
of 2013, supporting the rating upgrade to investment grade. "We
believe that management is and has been very focused on
reestablishing a stronger credit profile for IPG, as evidenced by
its consistent strong balance sheet liquidity, and will be
motivated to maintain and defend its investment grade credit
rating" added Begley.

This is a summary of the rating actions:

Assignment:

   -- $1 billion Senior Unsecured Bank Credit Facility due 2016,
      Assigned Baa3

Upgrades:

   -- Senior Unsecured Conv./Exch. Bond/Debenture, to Baa3 from
      Ba2

   -- Senior Unsecured Regular Bond/Debenture, to Baa3 from Ba2

Withdrawals:

   -- Corporate Family Rating, Ba2

   -- Probability of Default Rating, Ba2

   -- Speculative Grade Liquidity Rating, SGL-1

   -- All LGD assessments

RATINGS RATIONALE

IPG's Baa3 senior unsecured rating is supported by the company's
competitive product offerings, broad geographic and customer
diversification and strong market positions in its core business
segments. While the rating incorporates IPG's significant exposure
to cyclical consumer spending, it also takes into account IPG's
demonstrated ability to weather economic downturns via strict
financial discipline and cost reduction measures, which enabled
the company to generate better than expected free cash flow and
maintain very good liquidity through the recession. Offsetting
some of these credit positives is IPG's high single-digit
operating margin as compared to the low-teens industry average,
which in Moody's opinion leaves little flexibility for operational
set-backs or economic contraction, and is a metric which trails
behind its industry peers. Notably, IPG's large competitor holding
companies possess margins in the low to mid-teens, mostly have
lower debt leverage and have consistently held investment grade
ratings in the Baa category over the past decade. IPG's Baa3
rating is prospective, based on the expectation that the company
will continue to narrow the operating margin gap with competitors
through a leaner cost structure and financial discipline
particularly in its underperforming agency networks. In addition,
Moody's expects the company will continue to generate strong free
cash flow and de-lever through debt reduction and organic growth,
maintaining debt-to-EBITDA leverage between 2.5x-3.25x (including
Moody's standard adjustments) over the intermediate term.

The stable outlook reflects Moody's expectation that IPG will
improve operating margins to narrow the gap with its key
competitors, reduce and sustain leverage to under 3.0x in the
intermediate term through both debt reduction and organic growth,
and maintain a strong liquidity profile and disciplined financial
strategies over the long-term.

Ratings are currently constrained by the company's operating
margin differential with competitors. However, as operating
margins approach the industry peer average and assuming that they
are closer in line with those within the industry peer group, and
debt-to-EBITDA leverage is sustained below 3.5x, it would likely
lead to upward rating pressure.

In Moody's opinion, the significant challenges to getting the
company on the right track are now behind it and hence Moody's
does not expect downward rating pressure. However, if IPG fails to
increase top line growth relative to its peers, suggesting a
fundamental loss of material clients and market share which
Moody's believes will lead to secular revenue erosion, or if
margins erode, downward pressure on the rating will occur. In
addition, if debt-to-EBITDA is sustained above 3.75x with no
further improvement in margins, or sustained materially above 4.0x
in conjunction with material margin improvement, it could result
in a downgrade.

IPG'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
IPG's core industry and IPG's ratings are believed to be
comparable to those of other issuers of similar credit risk.

The Interpublic Group of Companies, Inc. ("IPG") with its
headquarters in New York is among the world's largest advertising,
marketing and corporate communications holding companies, with
revenue of $6.6 billion for the LTM ended 3/31/2011.


JETBLUE AIRWAYS: Moody's Raises CFR to B3; Outlook Stable
---------------------------------------------------------
Moody's Investors Service raised its ratings of JetBlue Airways,
Corp.; Corporate Family and Probability of Default ratings each to
B3 from Caa1. Moody's also raised by one notch, each of its
ratings on the various outstanding tranches of JetBlue's Enhanced
Equipment Trust Certificates; the senior unsecured rating to Caa2
from Caa3 and affirmed the SGL-3 Speculative Grade Liquidity
rating. The outlook is stable.

Upgrades:

   Issuer: JetBlue Airways Corp.

   -- Probability of Default Rating, Upgraded to B3 from Caa1

   -- Corporate Family Rating, Upgraded to B3 from Caa1

   -- Senior Secured Enhanced Equipment Trust, Upgraded to Ba3
      from B1

   -- Senior Secured Enhanced Equipment Trust, Upgraded to Baa3
      from Ba1

   -- Senior Secured Enhanced Equipment Trust, Upgraded to B1 from
      B2

   Issuer: New York City Industrial Development Agcy, NY

   -- Senior Unsecured Revenue Bonds, Upgraded to Caa2 from Caa3

Outlook Actions:

   Issuer: JetBlue Airways Corp.

   -- Outlook, Changed To Stable From Positive

RATINGS RATIONALE

"The upgrade of the Corporate Family Rating reflects Moody's
belief that JetBlue can retain a majority of the improvement in
credit metrics that it has achieved since the most recent trough
in early 2009. Its focus on increasing service in certain markets
where U.S. airline peers have retrenched and first bag free
marketing initiative seem to be drawing traffic to its expanding
network," said Moody's Airline Analyst, Jonathan Root. Revenue
passengers grew by over 8% through the first four months of 2011
against a 2.6% increase in capacity. Leading unit costs, including
and excluding fuel, of the U.S. carriers, industry-wide capacity
discipline and pricing actions to help offset the current higher
cost of fuel should help JetBlue sustain its liquidity profile,
which also supports the ratings upgrade.

The B3 Corporate Family rating balances JetBlue's leading unit
costs, aided by the relatively young fleet and non-union labor
force and recent good traffic results with the sensitivity of
earnings to higher fuel prices and of demand to economic
fundamentals. JetBlue's smaller size and limited network relative
to those of United Continental Holdings, Inc. (B2, stable) and
Delta Air Lines, Inc. (B2, stable) presently constrains its
ratings as does its very large orderbook, which has the potential
to constrain further improvement in the metrics profile beyond the
near term. Adequate liquidity supports the B3 rating. At 28% of
trailing 12 months revenues, Jet Blue held more than $1.1 billion
of cash at March 31, 2011. Moody's anticipates modestly positive
to about breakeven free cash flow generation in 2011and 2012,
pressure coming in 2012 from an about 25% increase in capital
expenditures for flight equipment.

The stable outlook reflects the view that JetBlue can maintain its
credit metrics at levels supportive of the single-B rating
category. The outlook also considers that the cost of a barrel of
Brent oil will not be sustained above $130.00 over at least the
next 12 months. Accordingly, Moody's does not anticipate a
significant increase in the cost of jet fuel that would consume a
significant portion of the company's current unrestricted cash
balance, weakening its liquidity profile.

The ratings could be upgraded if JetBlue is able to sustain the
recent improvements in credit metrics but bring Debt to EBITDA
below 5.5 times in the face of higher fuel costs and increased
capital investment in the fleet. Unrestricted cash that remains
above 20% of revenue, free cash flow to debt above 3%, FFO +
Interest to Interest above 3.0 times and or an EBITDA margin in
excess of 18% could positively pressure the ratings. A sustained
increase in the cost of jet fuel above $3.15 per gallon, which
JetBlue is not able to cover with fare increases to sustain a
positive TRASM less CASM margin would be a pressure point on the
ratings as would a decline in unrestricted cash to below $800
million. The outlook could be changed to negative if there is a
sustained negative inflection in the trend of the company's credit
metrics. For example, Debt to EBITDA above 7.0 times, Funds from
Operations + Interest to Interest below 2.0 times, or an EBITDA
margin of less than 14%.

The principal methodology used in rating JetBlue was the Global
Passenger Airlines Industry Methodology, published March 2009 and
Enhanced Equipment Trust And Equipment Trust Certificates
Methodology, published December 2010. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York. JetBlue
serves 66 cities with 700 daily flights.


KH FUNDING: Has Until Aug. 31 to Exclusively Propose Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
District of Maryland extended KH Funding Company's exclusive
period to file and solicit acceptances for the proposed plan of
reorganization until Aug. 31, 2011, Oct. 31, respectively.

The Court also ordered that the Official Committee of Unsecured
Creditors' exclusive periods to file and solicit plan acceptances
were extended until June 1, and Aug. 31, respectively.

The Debtor is represented by:

         Lawrence D. Coppel, Esq.
         GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
         233 E. Redwood Street
         Baltimore, MD 21202
         Tel: (410) 576-4000

The Committee is represented by:

         Michael R. Seidl, Esq.
         Pachulski Stang Ziehl & Jones LLP
         919 North Market Street, 17th Floor
         Wilmington, DE 19899-8705
         Tel: (302) 652-4100

                        About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq., at Gordon Feinblatt
Rothman Hoffberger & Hollander, LLC, in Baltimore, Maryland,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Committee is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
and lawyers at McGuireWoods LLP as co-counsel.  The Committee has
tapped BDO Consulting, a division of BDO USA, LLP, as its
financial advisor.


KRISHNA REALTY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Krishna Realty, Inc
        2615 Danforth Terr
        Wellington, FL 33414

Bankruptcy Case No.: 11-25607

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Matthew J. Kovschak, Esq.
                  P.O. Box 989
                  Bartow, FL 33831
                  Tel: (863) 285-6808

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flsb11-25607.pdf

The petition was signed by Mahendra Patel, president.

Affiliate that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Radha Realty, Inc.                    10-42559        10/25/2010


LAWSON SOFTWARE: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family rating to
first time issuer Lawson Software, Inc. and co-borrower
Softbrands, Inc. Moody's also assigned Ba3 ratings to New Lawson's
proposed senior secured facilities and Caa1 ratings to its
proposed senior unsecured notes. The debt is being used to finance
the buy-out of Lawson Software, Inc. by private equity firm Golden
Gate Capital. Golden Gate is the current owner of co-borrower,
Softbrands. The ratings outlook is stable.

RATINGS RATIONALE

The B2 corporate family rating is driven by the high leverage pro
forma for the acquisition and the considerable restructuring
required to bring the business to industry average margins. Debt
to EBITDA levels pro forma for the restructuring are in the mid 6x
range based on March 31, 2011 trailing twelve months performance.
Excluding the pro forma changes, leverage is in excess of 9x. The
ratings also consider the stability of the company's large
software maintenance revenue stream which was effectively flat
throughout the recent downturn and the strong market position
Lawson has in numerous mid-market enterprise application software
products. The company has built strong positions in several key
vertical markets including healthcare, local government and
discreet manufacturing. While the mid-market software industry is
expected to show modest growth over the next several years and
actual leverage is expected to decline to 6x by late calendar year
2012, the ratings are weakly positioned in the B2 category given
the execution risk in the restructuring required to bring the
leverage to acceptable levels. The ratings could face downward
pressure if the restructuring does not go as planned or the
company makes another acquisition, particularly if it is debt
financed, in the near term.

Lawson Software and Softbrands will effectively be run as one
company by a combination of former Infor Global, Lawson Software
and Softbrands management. New Lawson will enter into a shared
services agreement with Infor Global to provide various back
office and management functions. Infor Global (rated B3) is also a
mid-market enterprise application software provider owned by
Golden Gate Capital. Moody's expects that Golden Gate will
endeavor to combine Infor Global with New Lawson at some future
date.

These ratings were assigned:

   -- Corporate family rating: B2

   -- Probability of default: B2

   -- $75 million senior secured revolver due 2016, Ba3, LGD3
      (30%)

   -- $1.04 billion senior secured term loan due 2018, Ba3, LGD3
      (30%)

   -- $560 million senior unsecured notes due 2019, Caa1, LGD5
      (85%)

Ratings outlook: stable

Ratings on the proposed debt instruments were determined in
conjunction with Moody's Loss Given Default Methodology and
reflect the instruments' respective position in the capital
structure.

The principal methodology used in this rating was Moody's Global
Software Methodology published in May 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA, published June
2009.

New Lawson, headquartered in St Paul, MN, is a global provider of
enterprise application software. The company had pro forma
combined revenues of approximately $859 million for the twelve
month period ended February 28, 2011


LEHMAN BROTHERS: Moneysource Suit Dismissed as Time Barred
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a suit by Lehman Brothers Holdings Inc. against
Evergreen Moneysource Mortgage Co. was dismissed this week by a
U.S. District Court judge in Seattle.  The suit was a test case
about how long Lehman could wait to file suit for buying a
mortgage where the original lender misrepresented the borrower's
income or the property's value.

According to the report, the case involved a mortgage that a non-
bankrupt Lehman subsidiary, Aurora Loan Services Inc., purchased
in May 2003 from Evergreen, a mortgage banker.  Lehman filed suit
in January 2010, alleging Evergreen breached warranties about the
borrower's income and the value of the property.  Lehman had
demanded in November 2009 that Evergreen repurchase the defaulted
$135,000 loan for breach of warranty.

According to Mr. Rochelle, U.S. District Judge James Robart in
Seattle dismissed Lehman's suit in an opinion handed down June 6.
Judge Robart said the suit wasn't filed within six years after
Lehman purchased the loan and therefore was time barred under the
applicable New York statute of limitations.  New York state law
says that a lawsuit of this type must be dismissed if the suit
wasn't begun within six years from the time Lehman first had a
right to sue.  Judge Robart said the six years began running when
Lehman bought the mortgage, meaning that the lawsuit should have
been filed by May 2009.  It didn't matter, the judge said, that
the default occurred within six years of suit or that Evergreen
refused to repurchase the loan.

Mr. Rochelle relates that Lehman argued, also unsuccessfully, that
bankruptcy law gave it a two-year extension running from the date
in September 2008 when Lehman filed bankruptcy.  Since the suit
was filed before the additional two years ran out in September
2010, Lehman claimed its suit was on time.  Judge Robart
disagreed. He pointed out that there was no signed document
transferring the mortgage from Aurora to Lehman until February
2011, after the two-year extension ran out.  He said that by the
time Lehman "had acquired rights" in the loan, the time for suing
Evergreen "already had expired."

The lawsuit with Evergreen is Lehman Brothers Holdings Inc. v.
Evergreen Moneysource Mortgage Co., 10-0172, U.S. District Court,
Western District of Washington (Seattle).

                     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: Ad Hoc Creditors Group Wants Rule 2019 Procedures
------------------------------------------------------------------
The Ad Hoc Group of Lehman Brothers Creditors asks the Bankruptcy
Court to establish and implement disclosure procedures pursuant to
Sections 105 and 1109 of the Bankruptcy Code and Rules 2019 and
7026 of the Federal Rules of Bankruptcy Procedure.

Representing the Ad Hoc Group, Gerard Uzzi, Esq., at White & Case
LLP, in New York, relates that on the April 13, 2011 hearing to
consider the Debtors' motion to compel the Ad Hoc Group to make
disclosures required by Rule 2019 of the Federal Rules of
Bankruptcy Procedure, the Ad Hoc Group expressed concerns
regarding the potential dangers of what might be undisclosed
conflicts of interest held by parties, who seek to participate
materially in the resolution of the Debtors' Chapter 11 cases.

In response to the 2019 Motion, the Ad Hoc Group proposed that
the Court adopt uniform disclosure procedures that would be
specifically tailored to ensure greater transparency in these
cases, Mr. Uzzi says.  He notes that at the April 13 Hearing, the
Court understandably focused on the narrow issue before it and
ruled that (i) Rule 2019 applied to ad hoc committees, like as
the Ad Hoc Group, and (ii) the Ad Hoc Group must make complying
disclosures.

The Ad Hoc Group says it is mindful of the Court's expressed
concerns regarding what might have been questionable timing of
requests to enforce disclosure rules in other cases.  Hence, the
Ad Hoc Group believes that it is appropriate to bring this Motion
at the present time while the issues raised by the Debtors' 2019
Motion and the Ad Hoc Group's Response are still fresh.

Accordingly, in the interest of fair and transparent disclosure,
the Ad Hoc Group asks the Court to adopt uniform disclosure
procedures concerning discrete categories of creditors in these
cases.  The Ad Hoc Group informs the Court that it has discussed
the relief sought with the Debtors, and understands that they
intend to join in the Motion in the interests of full
transparency and disclosure in these cases.

The Ad Hoc Group proposes that the Court establish and implement
uniform disclosure procedures with respect to each of these
persons or group of persons:

  * any plan proponent;

  * any participant in the plan discovery;

  * any parties acting in cooperation or concert with others in
    the cases whether or not represented jointly or by a single
    law firm or other advisors; and

  * to the extent any formal plan negotiation process is ever
    implemented, whether by Court order, like mediation, or by
    effort of the Debtors or the Official Committee of Unsecured
    Creditors, any party seeking to participate in any that
    negotiation.

With respect to the type of information that those parties must
disclose, the Ad Hoc Group suggests that the parties be required
to disclose, at a minimum, these information:

  -- All holdings, including those of affiliates, broken down on
     a creditor legal entity basis and Lehman legal entity
     basis, including material foreign affiliates;

  -- Whether holdings are held solely of record or beneficially
     and, to the extent the power to vote those holdings is not
     under common control, how the voting power is divided;

  -- The nature of the claim, like whether the claim is bond
     debt, a derivative claim, a guarantee claim, and if the
     claim is a guarantee claim, the nature of the underlying
     primary claim and the basis for asserting the guarantee;

  -- Whether the claim was acquired or accrued prepetition or
     postpetition and, if the claim was acquired postpetition,
     the date of purchase and the price paid;

  -- Any agreements, whether oral or written, regarding the
     governance of any group of entities working together; and

  -- Any arrangements or agreements, whether oral or written,
     with respect to the sharing of fees and costs among
     parties.

Mr. Uzzi alleges that it appears that certain of parties-in-
interest, while clearly acting in concert, may be attempting to
avoid having Rule 2019 applied to them by nominally appearing
through separate counsel but filing joint pleadings.  If this is
an attempt to avoid Rule 2019 disclosure, this tactic should not
be tolerated, and it should be viewed for what it ostensibly is
-- a shallow "form over substance" attempt to end-run the
disclosure requirements of the Bankruptcy Code and the Court, he
argues.

Rule 7026 applies to all of the contested matters around the
proposed plans for the Debtors, Mr. Uzzi says.  He explains that
the information proposed to be disclosed is clearly discoverable
and no expectation of privacy can be expected in light of Rule
2019.  Accordingly, he points out, the Court can and should
require additional preliminary disclosures of financial data.

The Court will convene a hearing on June 15, 2011, to consider
the Motion.  Objections are due on June 8.

                     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: Monti Family Wants Rode Island Project Discovery
-----------------------------------------------------------------
In January 2006, RC Rose Island Hotel Company Limited and Monti
Family Holding Company, Ltd., Monti-Urgo Holding Company, Ltd,
Rose Island Urgo Hotels, Ltd and Rose Island Holding Company,
Ltd., entered into an agreement whereas the parties would develop
vacant land located in Rose Island, Bahamas.  GenLB owns 75% and
Marriott owns 25% of RCRI, and that GenLB is controlled by Lehman
Brothers Holdings Inc., Richard J. McCord, Esq., at Certilman
Balin Adler & Hyman, LLP, in East Meadow, New York --
rmccord@certilmanbalin.com -- tells the Court on behalf of MFHC.

MFHC, which has a carried interest in the Rose Island Project,
believes LBHI has an $80,000,000 loan in connection with the
project, which is in a Bermuda Receivership, being handled by
PricewaterhouseCoopers.  MFHC also believes that upon the
bankruptcy filing of LBHI, the Rose Island Project came to a
halt, Mr. McCord says.

In June 2010, MFHC contacted Geoffrey Hunter, who is the co-
receiver of the Bermuda Receivership, to arrange a meeting to
ascertain a status of the project, however to no avail, despite
MFHC's numerous attempts over several months to arrange said
meeting, Mr. McCord discloses.  He asserts that MFHC is desirous
to gain an understanding as to the status of the Rose Island
Project, obtain a status of the Receivership, what would be
involved in moving the project forward and to express an interest
in pursuing this project.  He contends that as MFHC has invested
in the Rose Island Project, it is imperative that MFHC be
provided with a status of same.

By this motion, MFHC asks the Court for an order authorizing and
directing discovery in the form of:

  (a) a deposition of the responsible party of LBHI, who can
      provide information pertaining to the Rose Island project,
      including the status of the project, the status of LBHI's
      interest in GenLB and the status of LBHI's loan; and

  (b) document production concerning the agreement between GenLB
      and Marriott regarding RC Rose Island Hotel Company
      Limited and the status of the Rose Island project, the
      status of LBHI's interest in GenLB, the status of LBHI's
      loan, and the process involved in moving the project
      forward, in connection with the Rose Island Project.

Rule 2004 of the Federal Rules of Bankruptcy Procedure provides
that "on a motion of any party in interest, the court may order
the examination of any entity," Mr. McCord says.  He explains
that the purpose of Rule 2004 is to permit a broad investigation
into the financial affairs of the debtors to assure the property
administration of bankruptcy estates.

As a party to the Rose Island Project, MFHC is clearly a "party-
in-interest" with standing to seek authorization for, and to
undertake, the requested Rule 2004 examination, Mr. McCord
contends.  He asserts that MFCH's requested discovery aims to
investigate, by documents and deposition testimony, the status of
the Rose Island Project, which is appropriate in this instance
due to the factual uncertainties of the status of that project.

The Court will convene a hearing on June 15, 2011, to consider
the request.  Objections are due on June 8.

                     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: LBI Trustee Has Until Feb. 3 to Decide on Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave James Giddens, the trustee for Lehman Brothers Inc., a
Feb. 3, 2012 deadline to assume, assign or reject the company's
executory contracts and unexpired leases.

                     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: With K. Lee On Board, LBI Wants More Levine Work
-----------------------------------------------------------------
Lehman Brothers Inc.'s trustee is seeking court approval to
expand the scope of Levine Lee LLP's retention as special
counsel.

"The trustee has determined it is in the best interest of the LBI
estate to expand the scope of Levine Lee's retention as special
counsel so that the Trustee may rely from time to time on
[Kenneth Lee's] counsel on certain matters," says Christopher
Kiplok, Esq., at Hughes Hubbard & Reed LLP, in New York.

Mr. Lee, a member of Levine Lee, was a former partner at Hubbard
& Reed where he served as the trustee's principal counsel on
matters related to claims asserted by and against Lehman Brothers
Holdings Inc. and its affiliated debtors.

The terms of Levine Lee's retention are the same as described in
an employment application filed earlier by the trustee and will
not be duplicative of the services provided by Hughes Hubbard,
Mr. Kiplok says.

                     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: Melissa King Sues for Rights on Georgia Property
-----------------------------------------------------------------
Melissa King initiated an adversary complaint against Lehman
Brothers Holdings Inc., seeking (i) to quiet title as of a date
to be determined, and (ii) to require LBHI to show proof of claim
to a March 6, 2007 note, on a real property located at 4932 Ridge
Oak Court, in Southeast Mableton, Georgia.

Ms. King, acting pro se, asserts that she holds an interest in
the Georgia real property, free and clear of any interest of
LBHI.  Ms. King maintains that the lien evidence on the property
by a deed of trust and its subsequent assignments has no value
since it is wholly unsecured and accordingly, the deed of trust
is null and void.

Ms. King also asserts that LBHI is not the owner of the property.

                     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: Michigan Agency Wants Withdrawal of Reference
--------------------------------------------------------------
Michigan State Housing Development Authority asks the U.S.
Bankruptcy Court for the Southern District of New York to
withdraw the reference in the adversary proceeding the authority
filed against Lehman Brothers Derivative Products Inc., Lehman
Brothers Special Financing, Inc., and Lehman Brothers Holdings,
Inc.

Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP, in Washington, D.C., tells the Court that withdrawing the
reference in the Adversary Proceeding would permit the Court
opportunity to consider issues raised in In Lehman Brothers
Special Financing Inc. v. BNY Corporate Trustee Services Ltd.,
422 B.R. 407 (Bankr. S.D.N.Y. 2010), thus providing the certainty
to the financial markets that the Court sought to provide by
granting interlocutory review.

In the BNY case, the bankruptcy court offered a surpassingly
broad construction of the Bankruptcy Code's prohibition on "ipso
facto" provisions -- one that this Court held had "far-reaching
ramifications for the international securities markets" and gave
rise to "significant uncertainty" in the financial community by
calling into question billions of dollars in securitization
transactions.

To address the uncertainty, the Court granted leave to hear an
interlocutory appeal, explaining that the decision's "potentially
gamechanging effect on the structured finance business
[militates] in favor of reviewing the decision now -- not months,
or even years, from now," Mr. Goldblatt relates.  Following the
Court's decision, however, the parties to that appeal settled,
leaving the BNY Corporate Trustee decision on the books, he
points out.

Mr. Goldblatt asserts that withdrawing the reference in the
Adversary Proceeding is well within the Court's discretion under
Section 157(d) of the Judicial and Judiciary Code.  He further
asserts that courts have long recognized that withdrawal of the
reference is particularly appropriate in cases presenting
important unresolved legal issues in which withdrawal will
broadly serve the objectives of "judicial economy" by avoiding
"protracted uncertainty."

Judge Peck's interpretation of swap contracts is "surpassingly
broad" and requires U.S. District Court review because it has
ramifications for international securities markets, Bloomberg
News says, quoting papers filed in court.

According to the authority, the global over-the-counter
derivatives market is valued at $601 trillion by the Bank for
International Settlements.  The Michigan agency is "one of many"
derivatives trading partners of Lehman disputing who gets paid
first on a swap agreement as a result of a previous ruling by
Judge Peck, Bloomberg says.

                     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)


LILO PROPERTIES: Fannie Mae Fails to Block Kenlan Legal Fees
------------------------------------------------------------
Bankruptcy Judge Colleen A. Brown granted the interim fee
application by Kenlan, Schwiebert, Facey & Goss, P.C., counsel to
Lilo Properties, LLC, for payment of $14,594.50 in legal fees and
$1,120.02 in expenses, for a total of $15,714.52.  The fees will
be paid down from the funds advanced by Robert Falker, the
Debtor's principal.

Fannie Mae's objection to the firm's application is overruled to
the extent it seeks (i) disgorgement of $10,000 the Debtor paid to
the firm, or (ii) denial of the fee application based upon the
existence of a default on the date the Debtor transferred
$10,000.00 to its attorney.  The Debtor's properties are
encumbered by a first mortgage held by Fannie Mae.  The Court
directed to hold the $10,000 in funds in trust, and not use them
for any purpose or return them to the Debtor, until further Court
order.

The Court defers decision on that portion of Fannie Mae's
objection and the Debtor's reply that call into question whether
the services the firm provided sufficiently and directly benefited
Fannie Mae to authorize the firm to apply the $10,000 toward
payment for legal services the firm rendered in the chapter 11
case, whether Fannie Mae is entitled to separate adequate
protection of the $10,000 of cash collateral, and whether the
Debtor must disgorge that fund to Fannie Mae, until such time as
the firm seeks payment from that fund and the parties supplement
the record on these points.

A copy of the Court's June 3, 2011 Order is available at
http://is.gd/d8UJV5from Leagle.com.

Based in Stowe, Vermont, LiLo Properties, LLC, filed for Chapter
11 bankruptcy (Bankr. D. Vt. Case No. 10-11303) on Oct. 8, 2010.
Heather Z. Cooper, Esq. -- hcooper@kenlanlaw.com -- at Kenlan
Schwiebert Facey & Goss PC, serves as bankruptcy counsel.  In its
Schedules, the Debtor disclosed $1,198,588 in assets and
$1,315,261 in liabilities.


LODGE AT BIG SKY: Court Converts Case to Chapter 7
--------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher opted to convert the Chapter 11
cases of The Lodge At Big Sky, LLC, and The Lodge At Big Sky
Management Company, LLC, to Chapter 7 liquidations, at the behest
of the United States Trustee.

Judge Kirscher held that evidence in the case shows Jeffrey
Quackenbush, the Debtors' managing member, grossly mismanaged the
Debtors prepetition when he failed to pay real estate taxes and
the first and second lienholders, while at the same time
transferring substantial sums of money from the Debtors to
himself.  Mr. Quackenbush has also grossly mismanaged the Debtors
post-petition by failing to make any effort to recover the funds
that Mr. Quackenbush took from the Debtors in the year leading up
to their petition date, including the $130,000 that Mr.
Quackenbush paid to himself on the morning the Debtors' bankruptcy
petitions were filed.  He took in excess of $225,000 from the
Debtors in the 12 months leading up to the Debtors' bankruptcy
petition date.

The U.S. States Trustee sought dismissal of the case or, in the
alternative, conversion to Chapter 7.  The U.S. Trustee also
sought appointment of a Chapter 11 Trustee.  Lender First
Financial Bank, N.A., filed a Joinder to the U.S. Trustee's
request.

In his ruling, Judge Kirscher declined the request of the U.S.
Trustee's Dismissal Motion, saying dismissal is not a viable
option because it puts the parties in the case back in the same
quandary they were facing in 2009 and 2010.  Conversion to chapter
7 or appointment of a chapter 11 trustee are the remaining
alternatives.

"At the present time, the Debtors are between their winter and
summer seasons and the Debtors' hotel operations are closed.
Because of the time and expense required in the Chapter 11
process, the Court concludes that conversion of these consolidated
bankruptcy cases to Chapter 7 is in the best interest of all
parties.  A chapter 7 trustee will undoubtedly be appointed
quickly and hopefully the trustee can immediately start the
process for an orderly liquidation of the Debtors' assets so an
eventual purchaser can commence operation for the upcoming ski
season," Judge Kirscher said.

The Debtors filed a consolidated Amended Chapter 11 Plan and an
Amended Disclosure Statement on April 22, 2011.  Judge Kirscher,
however, said the proposed plan plainly will not pass muster at a
confirmation hearing.

The Debtors' Amended Chapter 11 Plan contemplates that Mr.
Quackenbush's current ownership interest in the Debtors will be
extinguished.  An investor will then contribute $200,000 as an
equity investment on the Effective Date and in return, the equity
investor will receive a 99% ownership interest in the reorganized
Debtors while Mr. Quackenbush will retain control of the
reorganized Debtors along with a 1% ownership interest.  The
investor is Barry Blenis, who is listed as one of the 20 largest
creditors in Mr. Quackenbush's personal bankruptcy.  Mr.
Quackenbush testified that he and Blenis do not have any written
documentation memorializing their agreement.  The Debtors' plan
proposes to pay all administrative expenses on or before the
Effective Date.  The Debtors' plan next proposes to pay the first
position lien creditor, First Financial, $2,468,500 over a period
of 25 years with interest at 5%.  SEC Realty will be paid $24,000
over a period of 24 months.  Priority tax claimants, consisting
for Big Sky Resort Area District, Unemployment Insurance Division,
Internal Revenue Service and the Montana Department of Revenue,
will be paid in full over a period of 36 months.  Creditors
holding general unsecured trade claims, excluding Quackenbush,
will also be paid in full over a period of 60 months.

With regard to the proposed payment to SEC Realty, Mr. Quackenbush
testified that the Debtors were proposing the $24,000 payment,
even though SEC Realty is arguably only entitled to payment as a
general unsecured creditor, because the Debtors were hoping to
secure the vote of an impaired creditor.

According to Judge Kirscher, the Court simply could not and would
not confirm a plan that contemplates total payment to creditors
and claimants of less than $3 million when the Debtors failed to
test or prove their valuation assumptions, particularly when Mr.
Quackenbush seeks to strip the existing liens and leave the
Debtors with as much as $1.2 million of equity, and sell 99% of
that equity for $200,000.  The judge said First Financial has
persuasively demonstrated that Mr. Quackenbush is now seeking to
utilize the reorganization process for personal financial gain.

A copy of the Court's June 8, 2011 Memorandum of Decision is
available at http://is.gd/sdJL0Efrom Leagle.com.

The Lodge at Big Sky, LLC, and The Lodge at Big Sky Management own
and operate a 90-unit condominium hotel in Big Sky, Montana.
Lodge and Management filed for Chapter 11 (Bankr. D. Mont. Case
Nos. 10-62229 and 10-62230) on Sept. 14, 2010, represented by
James A. Patten, Esq. -- japatten@ppbglaw.com -- at Patten,
Peterman, Bekkedahl & Green, P.L.L.C.  Both Debtors did not
disclose total assets but reported under $10 million in debts.


MERGE HEALTHCARE: S&P Affirms 'B+' Debt Rating on $50MM Add-on
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' debt rating
on Chicago-based health care IT provider Merge Healthcare Inc.'s
$50 million add-on to the existing $200 million 11.75% senior
secured notes due May 1, 2015. "The recovery rating remains '2',
indicating our expectation of substantial (70%-90%) recovery in
the event of default. The company intends to use the net proceeds
from the debt issuance to redeem existing preferred stock of
similar amount," S&P said.

The ratings on Merge reflect the company's narrow business
profile, weak cash flow measures, and an acquisitive growth
strategy. "The stable outlook reflects our expectation that
Merge's improved competitive position following its merger with
AMICAS, a significant base of recurring revenues, and good
industry trends will support positive free operating cash flow
generation," S&P noted.

The 'B' corporate credit rating on Merge remain unchanged.

Ratings List

Merge Healthcare Inc
Corporate Credit Rating        B/Stable/--

Ratings Affirmed

Merge Healthcare Inc
Senior Secured                 B+
   Recovery Rating              2


MERUELO MADDUX: Wants to Sell Three Properties for $44 Million
--------------------------------------------------------------
Meruelo Maddux and its affiliates ask the U.S. Bankruptcy Court
for the Central District of California for permission to sell
three properties to different purchasers free and clear of liens.

Property           Buyer                       Sales Price
--------           -----                       -----------
915-949 S. Hill    The Universal Church Inc.   $12.5 million
1009 North Citrus  Clearwater Communities LLC  $3.5 million
760 S. Hill        Franklin Properties LLC     $28 million

                         About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
John N. Tedford, IV, Esq., and Enid M. Colson, Esq., at Danning
Gill, Diamond & Kollitz, LLP, in Los Angeles, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case.  In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


METROPARK USA: Court Approves Sale of Leases and IP for $1.5MM
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Metropark USA, Inc., to
to sell its interests in its unexpired nonresidential leasehold
interests and intellectual property, and related intellectual
property rights to Perry Ellis Menswear, LLC, and The Cotton On
Group.

The intellectual property included, but not limited to trade
names, trade dress, logos, used in connection with the operation
of the Debtor's retail store.

As reported in the Troubled Company Reporter on June 8, 2011, the
Debtor will sell the leases in two deals totaling nearly
$1.5 million.

The Debtor were assisted by its advisors, including GA Keen Realty
Advisors, A Division of Great American Group, in identifying the
potential purchasers for the assets.

                      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.


MUSCLEPHARM CORPORATION: Posts $5 Million Net Loss in Q1 2011
-------------------------------------------------------------
MusclePharm Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $5.0 million on $3.5 million of sales for
the three months ended March 31, 2011, compared with a net loss of
$2.6 million on $1.3 million of sales for the same period of 2010.

The Company's balance sheet at March 31, 2011, showed $4.6 million
in total assets, $6.7 million in total liabilities, and a
stockholders' deficit of $2.1 million.

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about MusclePharm's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company had a net loss of
$19.6 million and net cash used in operations of $3.8 million for
the the year ended Dec. 31, 2010; and a working capital deficit
and stockholders' deficit of $2.8 million and $1.7 million,
respectively, at Dec. 31, 2010.

A copy of the Form 10-Q is available at http://is.gd/kbApF7

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.


NATIONAL GROUP: Fla. OIR Recommends Delinquency Proceedings
-----------------------------------------------------------
Chad Hemenway at PropertyCasualty360.com reports that the Florida
Office of Insurance Regulation said National Group Insurance Co.
is insolvent.

PropertyCasualty360.com relates that Insurance Commissioner Kevin
McCarty has recommended delinquency proceedings begin with the
Division of Rehabilitation and Liquidation, according to a letter
he wrote to Florida Chief Financial Officer Jeff Atwater late last
week.

According to the report, Mr. McCarty said National Group is in the
red by about $10.8 million and has insufficient assets to get out
of the hole.

National Insurance Co., parent to National Group, was placed in
receivership in Puerto Rico in mid-May.  According to that order,
PropertyCasualty360.com says, National Insurance Co. was providing
disability, marine casualty, transportation, property, accident,
title, agricultural and warranty coverage in Puerto Rico.

PropertyCasualty360.com, citing Highline Data, discloses that
National Group Insurance Co. wrote exclusively in Florida, with
$22.9 million in direct premiums.  The company posted net income
of $413,612.

However, San Juan, Puerto Rico-based National Insurance recorded
income losses from 2007-2009 and has been under supervision of
Puerto Rican regulators since 2010.  The insurer took a $7.6
million loss in 2009, the latest year available.

Based in Coral Gables, Florida, National Group Insurance Co. is a
commercial insurer.  The Company offers multiple line coverages
including commercial multi-peril, automobile, contractors,
restaurants, and garage.


NEWCARDIO INC: Extends Due Date of $300,000 Advance to June 13
--------------------------------------------------------------
NewCardio, Inc., and its lenders mutually agreed to extend the due
date of the $300,000 advance from the May 2011 draw down request
under the $1.5 million credit line arrangement that was entered
into in July 2010 until June 13, 2011.  All advances under the
$1.5 million credit line arrangement bear interest at the rate of
12% per annum and are due and payable, together with (i) any
additional draw downs that the Company accesses through the
expiration of the line in July 31, 2011, (ii) the Company's
outstanding indebtedness under its former $3 million credit
facility, and all accrued interest on the outstanding indebtedness
under both credit line arrangements, on Sept. 30, 2011.

Under the terms of the Securities Purchase Agreement governing the
credit line, the lenders have the right, exercisable for a period
of 20 business days following each draw down, to appoint a
majority of the Company's board of directors.  As of the date
hereof, the lenders have not exercised this right.

In May 2011 certain officers and directors, including the Chairman
and the Chief Executive Officer, acquired 150,000 shares from the
Chief Technical Officer in a private transaction.

                        About NewCardio Inc.

Santa Clara, Calif.-based NewCardio, Inc., is a cardiac diagnostic
and services company developing and marketing proprietary software
platform technologies to provide higher accuracy to, and increase
the value of, the standard 12-lead electrocardiogram, or ECG.

The Company's balance sheet at March 31, 2011, showed
$1.64 million in total assets, $6.07 million in total liabilities,
and a stockholders' deficit of $4.43 million.

As reported in the TCR on April 5, 2011, RBSM LLP, in New York,
expressed substantial doubt about NewCardio's ability to continue
as a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant losses.


NISSI INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Nissi, Inc.
        P.O. Box 1438
        Bridgeport, TX 76426

Bankruptcy Case No.: 11-33764

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN, ESQUIRE
                  One Glen Lakes Tower
                  8140 Walnut Hill Lane, No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.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 J.W. Ray, president.


NO FEAR: Hires Venturi & Company as Financial Advisor
-----------------------------------------------------
No Fear Retail Stores, Inc., obtained authorization from the U.S.
Bankruptcy Court for the Southern District of California to employ
Venturi & Company LLC, as financial advisors.

Judge Margaret Mann approved the indemnification provisions of the
Retention Agreement provided that all requests of Venturi &
Company for payment of indemnity pursuant to the Retention
Agreement should be made by means of an application and will be
subject to review by the Court.

Judge Mann also orders that Venturi & Company's compensation will
consist of: (i) a fee of $30,000 plus reimbursement of
out-of-pocket-expenses; and a 5% transaction fee of the total
value of the transaction.

                     About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

Simo Holdings Inc. disclosed that it had a 52% share in the
company.  That entity developed the No Fear brand and is mostly
owned by founding brothers Brian and Mark Simo, each of whom own
about 38% of the company.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, 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.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NO FEAR: Committee Hires BDO USA LLP as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of No Fear Retail
Stores and its debtor-affiliates obtained authorization from
Judge Margaret Mann of the U.S. Bankruptcy Court for the Southern
District of California to employ BDO USA LLP as financial advisor
to provide financial advisory services to the Committee, subject
to these modifications:

    (a) BDO will receive monthly compensation at the rate of
        $65,000 per month for the first two months of its
        engagement and $50,000 a month for each month thereafter;

    (b) BDO will provide the U.S. Trustee a summary analysis of
        what its fees would have been for the prior month had BDO
        been retained on an hourly rate basis.  The UST may
        request that the Committees alter the monthly compensation
        arrangement;

    (c) BDO will only be entitled to reimbursement of expenses in
        accordance with prevailing U.S. Trustee guidelines;

    (d) BDO will not be entitled to compensation which exceeds
        the monthly compensation.

                       About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, 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.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.


NORTEL NETWORKS: Motorola Objects to $900-Mil. Asset Sale
---------------------------------------------------------
BankruptcyData.com reports that Motorola Solutions filed with the
U.S. Bankruptcy Court an objection to Nortel Networks' motion to
sell approximately 6,000 U.S. and foreign patents and patent
applications spanning wireless, wireless 4G, data networking,
optical, voice, internet, service provider, semiconductors and
other patent portfolios to Ranger Inc. for $900 million.

According to Motorola, the treatment of certain supply agreements
between Nortel and Motorola is unclear because the sale motion and
related procedures provide no mechanism to determine if they will
be considered commercial licenses or unknown licenses.

                      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: Files for Bankruptcy in California
-------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that North American Amusements Inc., which does business
as Shamrock Shows, filed a Chapter 11 petition with the U.S.
Bankruptcy Court in Riverside, Calif., on Friday.  It listed less
than $50,000 in assets and debts in the range of $1 million to
$10 million.  The Troubled Company Reporter published a Chapter 11
case summary in its June 9 edition.

Neither Shamrock Shows President Joe Blash nor the company's
bankruptcy attorney responded to Bankruptcy Beat's request for
comment earlier this week.

DBR notes a former Shamrock Shows employee went on trial this
spring for allegedly molesting two young girls as he buckled them
into rides.  According to the Fresno Bee, a mistrial was declared
after the jury failed to reach a unanimous verdict.  But KMJ News
Talk Radio reported that the ex-employee, who denied the
allegations, faces a new trial in August.

North American Amusements operates a traveling carnival whose
rides have been featured in films and television shows.  The
Fontana, Calif.-based Shamrock Shows appears to primarily operate
its Chicago Loop, Ferris Wheel, Gravitron and Yo-Yo rides at
carnivals throughout the state, like Conejo Valley Days, Calaveras
County Fair and the Big Fresno Fair.


NORTHWESTERN STONE: Court OKs Springfield Quarry Sale for $4.2MM
----------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin authorized Northwestern Stone, LLC,
to sell one of its real estate asset known as the Springfield
Quarry to Lycon, Inc., for $4.2 million.

As reported in the Troubled Company Reporter on April 8, 2011,
Lycon offered to purchase the property and the offer to purchase
is contingent upon testing of the property consisting of drilling,
at the buyer's expense, to determine the quality and quantity of
aggregate materials and environmental testing.  The contingency is
to be satisfied by the buyer.  The contingency is also contingent
upon confirmation that the property is properly zoned and the
entry of a court order approving the sale.

The property will be sold free and clear of liens, claims and
encumbrances.  The Debtor believes it is receiving a reasonable
and fair value for the quarry, the quarry having been appraised by
Evergreen State Bank, a mortgage holder against the property at
$1.1 to $1.6 million and by the Debtor at $3.8 million.

The Debtor will pay at the time of closing the usual and customary
costs associated with the sale of real estate, including real
estate taxes, title insurance, document preparation fees, and
recording fees from the sale of proceeds.

                   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: Can Sell Equipment to Pay Secured Creditors
---------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin authorized Northwestern Stone, LLC,
to sell the property of the estate -- equipment -- free and clear
of liens, claims and encumbrances.

The Debtor related that some of the items to be sold are subject
to the liens of John Deere Construction & Forestry Company and
McFarland State Bank.

Deere holds a purchase money security interest in John Deere 844J
Wheel Loader, Serial Number 608859 pursuant to a loan contract-
security agreement dated April 2, 2009.

The Debtor believes McFarland's lien against its titled vehicles
may be unperfected, and therefore, avoidable.

The Debtor is authorized to John Deere from sale proceeds the
amount it is owed provided the sale of its collateral realizes a
net amount which equals or exceeds that amount owed.

The Debtor is also authorized to pay McFarland net sale proceeds
arising from the sale of collateral, except those proceeds arising
from the sale of titled vehicles, without prejudice to McFarland's
right to challenge any attempt to avoid McFarland's security in
any of the equipment or titled vehicles, or to the proceeds from
the sale.

The Debtor may pay Ritchie Bros. Auctioneers (America) Inc., a 9%
auctioneer commission from the gross sale price less other cost.

            Stipulation on Adequate Protection Payments

On April 15, 2011, the Court approved a stipulation between the
Debtor and John Deere.  The parties stipulated that Deere holds a
fully secured purchase money security interests in the collateral,
and with respect to the Plan, Deere will be treated as fully
secured unless Deere has been paid in full or received return of
its collateral.

In lieu of receiving adequate protection payments, Deere consented
to the sale of the collateral provided that it is paid in full by
the proceeds of the sale of the collateral.

If the collateral is not sold at the auction for a price in excess
of the amount owed to Deere, the Debtor will not sell the
collateral and instead will stipulate a relief from the automatic
stay in order for Deere to recover the collateral at the auction
site without any cost to Deere.

John Deere is represented by:

         Valerie L. Bailey-Rihn, Esq.
         Quarles & Brady LLP
         33 East Main Street, Suite 900
         P.O. Box 2113
         Madison, WI 53701
         Tel: (608) 251-5000

                   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 disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
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: Sec. 341 Creditors' Meeting on June 28
-------------------------------------------------------------
August B. Landis, the Acting United States Trustee for Region 17,
will convene a meeting of creditors pursuant to Sec. 341(a) of the
Bankruptcy Code in the bankruptcy case of Nurserymen's Exchange,
Inc., on June 28, 2011, at 9:00 a.m. at San Francisco U.S. Trustee
Office.

The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so. The meeting
may be continued and concluded at a later date without further
notice.

                    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: Asks Court for Sec. 503(b)(9) Bar Date
-------------------------------------------------------------
Nurserymen's Exchange, Inc., anticipates that its assets will be
sold as a going concern within 60 days of the bankruptcy filing
date.  The Debtor said it is in the best interests of its estate
for the Debtor to determine, as soon as possible the range of its
liability for claims arising under Section 503(b)(9) of the
Bankruptcy Code.

In this regard, the Debtor asks the Court to direct all requests
for payment of a claim arising under Section 503(b)(9) to be filed
by July 22, 2011.

Any holder of a 503(b)(9) Claim that fails to file a 503(b)(9)
Payment Request on or before the 503(b)(9) Bar Date will be barred
from asserting the claim against the Debtor, the Debtor's estate
and any successor to the Debtor under a confirmed plan of
reorganization or liquidation or otherwise, and the claim holder
will be limited to an unsecured non-priority claim in the case.

Meanwhile, the general claims bar date in the case is Sept. 26,
2011.

                    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: Taps Chelliah as Turnaround Consultants
--------------------------------------------------------------
Nurserymen's Exchange, Inc., seeks authority to employ Chelliah &
Associates as its restructuring and turnaround consultants and
advisors.  The firm may be reached at:

          1600 Rosecrans Avenue, 4th Floor
          Manhattan Beach, CA 90266
          Tel: (310) 341-3576
          Fax: (310) 943-2632
          E-mail: chell@chelliah.us

C&A was initially employed as restructuring and turnaround
consultants by the Debtor in November 2006, and has worked with
Debtor intermittently since that time to assist in the
restructuring and improvement of its management team,
organizational structure, operations, sales and marketing, crop
selection and planning, fiscal and budgeting control, forward
planning discipline and its efforts overall to greatly reduce
costs and improve profitability.

For its pre-petition work, all C&A personnel other than Chell
Chelliah were paid on an hourly basis.  Mr. Chelliah entered into
a separate annual retention agreement in 2008 -- in addition
to the hourly basis arrangement -- for the provision of 90 hours a
month at favorable rates with a portion of these fees deferred
contingent to certain milestones being achieved at which time they
were realizable at a 100% premium.  In addition, in recognition of
the favorable rates, significant unbilled hours contributed and
numerous other accommodations made by Mr. Chelliah during the
three year period to Dec. 31, 2010, in assisting with the
restructuring and turnaround of the Debtor, the Owners, CEO and
the Board of Directors of the Debtor granted fully vested phantom
equity interests of 3% of the total equity capital of Nurserymen's
Exchange, Inc..

As of the Petition Date, C&A had formally relinquished it's rights
to any and all contingent fees of $825,600 and fully vested
phantom equity interests of 3% and holds no pre-petition
claim against the Debtor.  C&A and Mr. Chelliah's efforts over the
last few years were highly instrumental in achieving profitability
of the Debtor for the current fiscal year.

Prior to the filing of Debtor's bankruptcy case, C&A received a
pre-petition retainer of $100,000 from the Debtor.  C&A will bill
its services under these rates -- Standard hourly rates for
professionals presently range from $150 for Associates to $500 for
2011. The current hourly rates for C&A staff who will most likely
work on this matter are:

     Chell Chelliah -- $450 per hour for preparatory time and
                       $500 per hour for deposition and/or trial
                       testimony.

     Alan Okahata   -- $260 per hour for preparatory time and
                       $310 per hour for deposition and/or trial
                       testimony.

Chell Chelliah attests that his firm C&A neither holds nor
represents any interest adverse to the Debtor's estate; C&A is not
a creditor or an equity security holder of the Debtor; and C&A has
had no connection with the Debtor, other than the prior
contractual agreement as turnaround consultants, its creditors, or
any party in interest, or its attorneys and accountants, the
United States Trustee, the Bankruptcy Judge presiding in the case,
or any person employed in the office of the United States Trustee.
In addition, C&A does not hold or represent any interest adverse
to the Debtor's 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.  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: Hires Finestone Law Firm as Bankr. Counsel
-----------------------------------------------------------------
Nurserymen's Exchange, Inc., has tapped the Law Offices of Stephen
D. Finestone as its bankruptcy counsel.  The Debtor is seeking
court approval of the firm's employment.

The Debtor proposes to pay the Firm its customary hourly rates in
effect from time to time and to reimburse the Firm for its
expenses according to its customary reimbursement policies.  The
current hourly rates of the attorneys handling the Chapter 11 case
are:

     Stephen D. Finestone            $395
     John F. Sullivan                $320

The Firm also anticipates using a paralegal, Ngoc Truong.  Ms.
Truong's hourly billing rate is $75.

The Debtor paid the Firm a pre-petition retainer of $75,000. As of
the bankruptcy filing date, $10,000 of the retainer remained.

Mr. Finestone, Esq., attests that neither the Firm, nor any of its
members or employees, have any connection with the Debtor, any
creditors of the estate, any party in interest, their attorneys or
accountants, any judge of this Court, the United States Trustee or
any person employed in the office of the United States Trustee.

                    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.  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.


OCEAN VINE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ocean Vine, Inc.
        P.O. Box 1248
        Southhold, NY 11971

Bankruptcy Case No.: 11-73930

Chapter 11 Petition Date: May 31, 2011

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

Judge: Alan S. Trust

Debtor's Counsel: John P. Campo, Esq.
                  TROUTMAN SANDERS LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 704-6075
                  Fax: (212) 704-5907
                  E-mail: John.Campo@troutmansanders.com

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

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

The petition was signed by Richard J. Principi, Jr., president.

Debtor's List of five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rise & Shine Concrete Corp.        Trade Debt              $58,910
P.O. Box 466
Selden, NY 11784

Studio Howe, P.C.                  Trade Debt              $42,820
P.O. Box 1564
Amagansett, NY 11930

Konner Teitelbaum & Gallagher      --                      $31,553
462 Seventh Avenue, 12th Floor

Martin Hand Surveyor               Trade Debt              $11,830

Saskas Surveying Co., P.C.         Trade Debt               $9,039


OCWEN FINANCE: Fitch Says Ratings Unaffected by Litton Buyout
-------------------------------------------------------------
According to Fitch Ratings, the Long-Term IDR of 'B+' and Stable
Outlook for Ocwen Finance Corp. will not be affected by the
proposed acquisition of Litton Loan Servicing LP.

Fitch's review was prompted by Ocwen's announcement of its intent
to acquire Litton from The Goldman Sachs Group, Inc. The
transaction will include the acquisition of a servicing portfolio
of approximately $41.2 billion in unpaid principal balance (UPB)
and the servicing platforms of Litton located in Houston and
Dallas Texas. Ocwen will pay $263.7 million is cash at closing,
subject to certain adjustments, and an additional $337.4 million
to retire a portion of the outstanding debt on an existing advance
facility currently provided by an affiliate of Goldman to Litton.
Ocwen will enter into a new servicing advance facility to finance
approximately $2.47 billion of servicing advances associated with
the acquired portfolio. Ocwen plans to finance the transaction
with a $575 million senior secured term loan from Barclays Bank
PLC.

Fitch views this transaction similar to Ocwen's acquisition of
HomeEq Servicing from Barclays last year, whereby Ocwen acquired a
servicing portfolio of $22.4 billion in UPB in addition to the
HomeEq servicing platform. Since then, Ocwen has successfully
completed the integration of HomeEq servicing assets. Similar to
the HomeEq servicing portfolio, the Litton portfolio consists
mostly of sub-prime servicing assets. Over the near term, Fitch
regards the Litton transaction as neutral to the rating given that
this is inline with Ocwen's current strategy and business.

Fitch's view continues to reflect Ocwen's ability to generate a
reliable earnings stream and stable operating cash flows
consistent with the rating level. Moreover, assuming the
successful acquisition and integration of Litton, under the agreed
upon terms, Fitch believes that Ocwen's competitive position as a
low cost servicer for subprime and high risk assets will be
further strengthened. However, Fitch believes that while Ocwen's
expertise will remain in demand for the near future, the company's
performance may come under pressure in the longer term as the
subprime share of the mortgage market shrinks.

Still, a negative rating action could develop should Ocwen's
revenues be hurt in the event of a difficult transfer of servicing
assets or an increase in leverage beyond Fitch's expectations.
Additionally, should heightened scrutiny of the mortgage market by
regulators lead to unexpected costs being imposed on mortgage
servicers.

Ocwen Financial Corporation (NYSE: OCN), through its subsidiaries,
is a provider of residential and commercial mortgage loan
servicing, special servicing and asset management services. Ocwen
is headquartered in Atlanta, Georgia, with offices in the West
Palm Beach, Florida, the District of Columbia, and global
operations in India and Uruguay. Ocwen is a Florida corporation
organized in February 1988. As of Dec. 31, 2010, the company had
$2.9 billion in assets.

Fitch currently rates Ocwen Financial Corp:

   -- Long term IDR 'B+';

   -- Short-term IDR 'B';

   -- Senior Secured 'BB-/RR3'.

The Rating Outlook is Stable


ONE PELICAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: One Pelican Hill Road North, LP
          aka Villa del Lago
              One Pelican Hill
        1835 Newport Boulevard, #A 109-385
        Costa Mesa, CA 92627

Bankruptcy Case No.: 11-17998

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Marc J. Winthrop, Esq.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: mwinthrop@winthropcouchot.com

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

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

The petition was signed by Corey Gulbranson, managing member of
VDL One Pelican Hill, LLC, its general partner.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
MDZA Landscape Architecture        --                     $266,938
2320 Second Avenue
Corona del Mar, CA 92625

Robin Yould                        --                     $253,828
2 Oakcliff
Laguna Niguel, CA 92677

Gilad Ganish                       --                     $191,000
882 Halyard
Newport Beach, CA 92663

Boyer Company                      --                     $165,346

Phoenix Studios                    --                     $159,195

Gordon Woodworking                 --                      $51,310

Libor Nevrela Tile                 --                      $43,999

Pacific Delivery Service           --                      $39,410

Audio Video Design                 --                      $38,413

Dandy Painting                     --                      $29,095

Pacific Roof Design                --                      $27,566

Oasis Air                          --                      $21,644

HCC Surety Group                   --                      $21,345

Dilbeck Masonry                    --                      $20,200

West End Engineering, Inc.         --                      $18,876

OC Framing                         --                      $18,160

ThyssenKrupp Elevator Co.          --                      $17,600

DeVore Pools & Spas                --                      $16,570

Sunwest Construction               --                      $10,557

Marshall's Concrete                --                      $10,000


ORAGENICS INC: Draws $500,000 on KFLP Revolving Credit Facility
---------------------------------------------------------------
Oragenics, Inc., again drew down on its existing Credit Facility
in the amount of $500,000 and executed a Revolving Unsecured
Promissory Note for such amount in favor of the Koski Family
Limited Partnership.  The June Promissory Note matures on July 30,
2012.

The Company previously announced that it had entered into an
unsecured revolving credit agreement with the KFLP on July 30,
2010.  Pursuant to the Credit Facility the Company was able to
borrow up to $2.0 million from the KFLP at LIBOR plus 6.0%,
subject to certain conditions precedent, including compliance with
the Credit Facility.  On Jan. 24, 2011, the Company entered into a
First Amendment to the Credit Facility to increase the available
borrowing from $2,000,000 to $2,500,000 and simultaneously
therewith the Company drew on the Credit Facility as amended by
the First Amendment to borrow the additional $500,000 in available
funds.  On Feb. 4, 2011, the Company entered into a Second
Amendment to the Credit Facility.  Under the Second Amendment, the
due date of the amounts outstanding under the Credit Facility, as
amended was extended by one year from July 30, 2011, to July 30,
2012.  The interest rate remained at LIBOR plus 6.0%.  As a result
of the Second Amendment, the Company increased its availability
under the Credit Facility by an additional $2,500,000.  The Credit
Facility, as amended, was limited to $500,000 draws per month and
the Company previously drew down on the Credit Facility in the
amount of $500,000 in each of March, April and May 2011.  With the
June 2011 Promissory Note borrowing, the Company currently has an
aggregate of $4,500,000 outstanding and owed under the Credit
Facility, as amended, and $500,000 of remaining availability.

A copy of the June 2011 Promissory Note is available for free at:

                        http://is.gd/CB7Ty8

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. (OTC BB: ORNI)
-- http://www.oragenics.com/-- is a biopharmaceutical company
focused primarily on oral health products and novel antibiotics.
Within oral health, Oragenics is developing its pharmaceutical
product candidate, SMaRT Replacement Therapy, and also
commercializing its oral probiotic product, ProBiora3.  Within
antibiotics, Oragenics is developing a pharmaceutical candidate,
MU1140-S and intends to use its patented, novel organic chemistry
platform to create additional antibiotics for therapeutic use.

The Company's balance sheet at March 31, 2011, showed $1.2 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $3.3 million.

As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.


ORANGE GROVE: Court Sets July 6 Disclosure Statement Hearing
------------------------------------------------------------
The hearing to consider the adequacy of the First Amended
Disclosure Statement for Orange Grove Service, Inc.'s Plan of
Reorganization is scheduled for July 6, 2011, at 1:30 p.m.  Any
opposition to the Disclosure Statement must be filed in writing
and served on counsel for the Debtor and other parties entitled to
service, at least fourteen (14) days before the date set for
hearing on the Disclosure Statement, as required by Local
Bankruptcy Rule 3017-1.

The Debtor designates ten (10) Classes of Claims and Interests.
With the exception of Equity Interests in the Debtor under Class
10, all Classes are impaired and are therefore entitled to vote.

According to the Disclosure Statement, secured creditors Signal
Walnut Partnership, LP (SWP), owed $7,555,609, and American
Continental Bank, owed $3,398,561, will each be paid over a period
of 60 months.  Non-Priority Unsecured Claims - Non Insiders, owed
$351,677, will receive monthly payments of $5,861.28 for a period
of 60 months.  Non-Priority Unsecured Claims - Insiders, owed
$22,000, will receive months payments of $366.66 for a period of
60 months.

Equity Interests in the Debtor will retain their interest under
the Plan on the Effective Date.

The Debtor anticipates to have $92,099 available monthly for Plan
disbursements, after deducting operating expenses of $12,077 per
month from the anticipated monthly gross income of $104,176
derived from the 2 "strip" shopping centers and from income from
new leases.  The gross income of $104,176 does not take into
account (1) the additional $101,250 from the Aim Academy
Litigation, (2) the Debtor's cash balance of $197,374 after
Effective Date payments, and (3) the potential $7,380 in rental
income from the 3,690 square foot vacant unit at the Fremont
Center.

A copy of the First Amended Disclosure Statement and Plan of
Reorganization is available at:

           http://bankrupt.com/misc/orangegrove.DS.pdf

                   About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-21336) on March 25, 2010.  Jerome S. Cohen, Esq., assists the
Debtor in its restructuring effort.  The Debtor tapped Hahn Fife &
Company LLP, as its accountant to provide accounting services,
Michael R. Brown, Esq. as special litigation counsel (SWP
Litigation) and Paul T. Gough, Esq., as State Court Counsel (Aims
Academy Litigation).  The Debtor disclosed $12,003,736 in assets
and $11,611,337 in liabilities as of the Chapter 11 filing.


PALMAS COUNTY: Further Amends Proposed Chapter 11 Plan
------------------------------------------------------
Palmas Country Club Inc. submitted a second amended Chapter 11
plan of reorganization to the U.S. Bankruptcy Court for the
District of Puerto Rico.

The funds for the payment to Debtor's Creditors will originate
from the Puerto Rico Tourism Development Fund.  $150,000 to be
contributed to the Plan by TDF.

Under the plan, all of Debtor's secured creditors, except the
amounts owed pursuant to the TDF loan agreement, will be deemed to
have been paid in full out of the proceeds from the Sale pursuant
to Section 363 of the Bankruptcy Code.  Unsecured creditors,
except for the deficiency claim, will be paid on or before 30 days
after the effective date their pro-rata share of the remaining
funds from the TDF Contribution after payment in full of
administrative and priority unsecured tax claims.  Holders of
equity interests will not receive a distribution under Debtor's
Plan and will be deemed cancelled as of the effective date.

A full-text copy of the Chapter 11 plan, as twice amended, is
available for free at
http://bankrupt.com/misc/PALMAS_Amended_Plan.pdf

Palmas Country Club Inc. filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-07072) on Aug. 4, 2010.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, assists
the Debtor in its restructuring effort.  The Debtor disclosed
$23,973,011 in assets and $58,546,398 in liabilities as of the
Petition Date.


PARK CENTRAL: Taps Greenberg Traurig as Counsel
-----------------------------------------------
Park Central Plaza 32 LLC obtained interim approval from the Hon.
Bruce T. Beesley of the U.S. Bankruptcy Court for the District of
Nevada for permission to employ Greenberg Traurig LLP as its
counsel to advise the Debtor of its rights and obligations and
performance of its duties during administration of this Bankruptcy
Case.

Judge Beesley, however, sets the limits the compensation of
attorneys and paralegals working on this case at $525 per hour
for shareholders, $375 per hour for associates, and $200 per hour
for paralegals.

              About Park Central Plaza 32, LLC

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Bob L. Olson, Esq., and Kara B.
Hendricks, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


PARK CENTRAL: METEJEMEI Seeks to Deny Greenberg Traurig Retention
-----------------------------------------------------------------
METEJEMEI, LLC, has asked the U.S. Bankruptcy Court for the
District of Nevada to deny the application of Park Central Plaza
32, LLC, to employ Greenberg Traurig LLP as counsel and vacate
the interim order approving the application.

Laurel E. Davis, Esq., at Fennemore Craig, P.C., attorney for
METEJEMEI, LLC, argues that the application should not be approved
on a final basis since Greenberg Traurig appears to be
representing adverse interests.

Ms. Davis notes that many of the services for which Greenberg
Traurig has been retained under the Interim Order are the same as
the services for which the Matthew L. Johnson & Associates, P.C.,
seeks to be engaged.

As reported in the Troubled Company Reporter on April 21, 2011,
according to the Debtor, METEJEMEI LLC holds a secured interest in
the Debtor's real property in an amount in excess of $25,000,000
and must consent to the usage of the cash collateral unless the
Court orders otherwise.  METEJEMEI is the successor to Nevada
State Bank in regards to a Deed of Trust executed by Debtor in
favor of NSB.  The underlying loan agreement between NSB and
Debtor was entered on or about Feb. 10, 2004 in the principal
amount of $5,931,000 and was subsequently amended.

              About Park Central Plaza 32, LLC

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Bob L. Olson, Esq., and Kara B.
Hendricks, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


PARK CENTRAL: U.S. Trustee Objects to Matthew Johnson Retention
---------------------------------------------------------------
The U.S. Trustee objects to Park Central Plaza 32, LLC's
application to employ Matthew L. Johnson & Associates, P.C. as
special counsel.

Athanasios E. Agelakopoulos, Esq., an attorney for the Acting
United States Trustee, states that the application's description
of services to be provided by the firm go far beyond the types of
services that can typically be provided by counsel retained under
Section 327(e) of the Bankruptcy Code.

Ms. Agelakopoulos contends that the application's description of
services to be provided amount to assisting Debtor, as
debtor-in-possession, in conducting the case.

              About Park Central Plaza 32, LLC

Las Vegas, Nevada-based Park Central Plaza 32, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
14153) on March 23, 2011.  Bob L. Olson, Esq., and Kara B.
Hendricks, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


PENN NATIONAL: Moody's Raises Bank Loan Rating to 'Ba1'
-------------------------------------------------------
Moody's Investors Service revised Penn National Gaming, Inc.'s
outlook to positive from stable and raised the company's secured
bank loan rating to Ba1 from Ba2. Penn's Ba2 Corporate Family and
Probability of Default ratings were affirmed. Additionally,
Moody's assigned a Ba1 rating to the company's proposed $2.15
billion secured credit facility, proceeds of which will be used to
refinance the company's existing $2.15 billion credit facility in
full.

Ratings affirmed:

   -- Corporate Family Rating at Ba2

   -- Probability of Default Rating at Ba2

   -- $250 million 6.75% senior subordinated notes due 2015 at B1
      (LGD 6, 90%)

   -- $325 million 8.75% senior subordinated notes due 2019 at B1
      (LGD 6, 90%)

Ratings raised and to be withdrawn once proposed refinancing
closes:

   -- $640.6 million secured revolver expiring 2012 to Ba1 (LGD 3,
      37%) from Ba2 (LGD 3, 38%)

   -- $1,518.1 million secured term loan due 2012 to Ba1 (LGD 3,
      37%) from Ba2 (LGD 3, 38%)

New ratings assigned to proposed transaction:

   -- $700 million secured revolver expiring 2016 at Ba1 (LGD 3,
      37%)

   -- $700 million secured term loan A due 2016 at Ba1 (LGD 3,
      37%)

   -- $750 million secured term loan B due 2018 at Ba1 (LGD 3,
      37%)

The ratings are subject to the execution of the proposed
transaction and Moody's review of final documentation.

RATINGS RATIONALE

The outlook revision to positive from stable considers Moody's
view that Penn will continue to perform well relative to its
competitors and further improve its credit profile. Despite the
previous economic downturn and heightened competitive pressures
that have negatively impacted the U.S. gaming sector and many
gaming issuers, Penn has managed to consistently improve its
operating performance on both a consolidated and same-store basis,
as well as its consolidated credit metrics. Moody's expects Penn's
EBITDA will continue to rise due to growth related investments, an
improved cost structure, a full year worth of earnings benefits
from the July 2010 implementation of table games in Pennsylvania
and West Virginia and the September 2010 opening of the company's
Maryland casino.

The affirmation of Penn's Ba2 Corporate Family Rating considers
the company's well-diversified asset portfolio, high operating
margins and low leverage relative to its gaming peer group, and
strong cash flow profile. Penn currently generates approximately
$400 million of cash flow after accounting for interest, taxes and
maintenance capital expenditures. Also considered is the company's
very good liquidity. Pro forma for the proposed transaction, Penn
will not have any material debt maturities until 2016. Moody's
also expects that Penn's revolver will be largely undrawn and that
the company will be well within compliance of its financial
covenants. Key credit concerns include the possible
cannibalization of gaming revenues among Penn's casino properties
as it expands into new jurisdictions. Also considered is the risk
to Penn and other U.S. gaming companies that the recovery in the
U.S. economy begins to slow and gaming demand trends deteriorate
from current levels.

"Given our continued favorable outlook for Penn's consolidated
cash flow performance through fiscal 2012, Moody's believes the
company can reduce debt/EBITDA (adjusted to include 50% of the
company's $1.25 billion redeemable preferred stock) to about 4
times, or about 3 times on an unadjusted basis," stated Keith
Foley, a Senior Vice President at Moody's.

Penn ratings could be raised if the company reduces adjusted
debt/EBITDA to 4 times, or 3 times on an unadjusted basis, and
demonstrates a willingness to maintain leverage at that level over
the longer-term, with the understanding that leverage could
periodically rise as a result of debt-financed development
activity that Moody's believes has a good risk/reward profile. The
outlook could be revised back to stable if for any reason Moody's
believes Penn's adjusted debt/EBITDA will rise to and remain at 5
times, or 4 times on an unadjusted basis, over the longer-term.

The assignment of a Ba1 to the proposed credit facility reflects
the benefits and limitations of the collateral, the expected
mandatory term debt amortization over the next 12 to 18 months,
and Moody's view that the Penn's revolver will remain largely
undrawn during that same period. Concurrently, Moody's upgraded
the existing credit facility to Ba1 from Ba2.

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

Penn owns, manages, or has ownership interests in 25 gaming
facilities in 17 jurisdictions. The company recently closed the
acquisition of the M Resort Spa Casino Las Vegas and has current
development projects in Kansas City, Kansas; Toledo, Ohio and
Columbus, Ohio. Penn currently generates annual net revenues of
about $2.5 billion.


PINNACLE HILLS: Meeting of Creditors Continued Until June 24
------------------------------------------------------------
The U.S. Trustee for Region 16 has continued until June 24, 2011,
at 1:00 p.m., the meeting of Pinnacle Hills West, LLC's creditors.
The meeting will be held at the U.S. Federal Building, 35 E.
Mountain Street, 4th Floor, Room 416, Fayetteville, Arkansas.

As reported in the Troubled Company Reporter on April 25, the
meeting commenced on May 24.

Rogers, Arkansas-based Pinnacle Hills West, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Ark. Case No. 11-71721).
Stanley V. Bond, Esq., at the Bond Law Office, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $35,543,490 in
assets and $62,302,543 in liabilities as of the Chapter 11 filing.


PJ FINANCE: Has Interim Access to Cash Collateral
-------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware, in a fourth interim order, authorized PJ
Finance Company, LLC, et al., to use the cash collateral.

As reported in the Troubled Company Reporter on March 15, 2011,
Alliance PJRT Limited Partnership and Alliance PJWE Limited
Partnerships entered into an amended and restated loan agreement
with Column Financial Inc., as originating lender, whereby the
Originating Lender agreed to make a loan to the Partnerships in
the principal amount of $475 million with a Nov. 11, 2016 maturity
date.  In May 2007, the Originating Lender sold the prepetition
loan documents to Credit Suisse First Boston Mortgage Securities
Corp.  Pursuant to that certain pooling and servicing agreement
dated May 1, 2007, Credit Suisse contributed the prepetition loan
documents to a trust.  Under that agreement, Bank of America,
N.A., acts as successor trustee; Wachovia Bank, N.A., acts as the
master servicer; and Torchlight Loan Services, LLC, acts as
special servicer.  The loan is secured by mortgages and deeds of
trust encumbering all of the properties in favor of the Trustee.
The Partnerships are currently indebted on the loan in the amount
of $475 million plus accrued and unpaid interest, costs and fees.

The Debtors would use the cash collateral to fund their Chapter 11
case, pay suppliers and other parties.

In exchange for the use of cash collateral, the trustee and
special servicer, will be granted replacement liens and
superpriority administrative expense claim against each Debtor.
The adequate protection senior lies and adequate protection senior
claim will secure the payment of the adequate protection senior
obligations in an amount equal to any diminution in the value of
the Trustee's and Special Servicer's interests in the prepetition
collateral from and after the Petition Date.

Cash receipts, cash collateral, and all proceeds from the sale,
transfer or other disposition of any prepetition collateral will
be promptly deposited in the same bank accounts into which the
collections and proceeds of the prepetition collateral were
deposited under the prepetition loan documents.

The Debtors will segregate and account for all cash collateral
which is now, and which may hereafter be, in their possession,
custody or control, and other than in accordance with the budget
will not, without further court order, transfer any of the cash
collateral to any non-Debtor affiliates or subsidiaries.  The
Debtors will provide the Special Services, so as actually to be
received within five business days following the end of each
weekly period, weekly line-by-line variance reports for the
preceding weekly periods and on a cumulative basis from the
Petition Date to the reports date, comparing actual cash receipts
and disbursements to amounts projected in the budget.  The Special
Servicer will also be provided with reasonable access to the
Debtors' books and records related to the prepetition collateral.

The TCR reported on May 24, that secured lender Torchlight Loan
Services LLC, the special servicer for $475 million in mortgage-
backed securities, filed an emergency motion on May 18 to
discontinue the Debtor's use of cash collateral.  Torchlight
contended PJ Finance violated the order granting the use of cash
representing collateral for its secured claim by failing to
provide weekly reports showing budget compliance and by exceeding
a 10% variation on line items in the budgets.

Torchlight also wanted the case converted to liquidation in
Chapter 7 if the judge isn't inclined to dismiss.

A final hearing on the Debtors' requested access to the cash
collateral will be held on July 20, 2011, at 10:00 a.m.
Objections, if any, are due July 13.  The Torchlight objection
will deemed filed and served respecting the final hearing.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.

Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the official committee of unsecured
creditors as lead counsel.  Richard Scott Cobb, Esq., and William
E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del.,
serve as the committee's local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PJ FINANCE: Will Effectuate Plan With New Money Investment
----------------------------------------------------------
PJ Finance Company, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to deny the special servicer for
$475 million in mortgage-backed securities, Torchlight Loan
Services LLC's motion dismiss or convert the Debtors' cases to one
under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 27, Torchlight
alleged in its motion to dismiss that the Chapter 11 case was not
filed in good faith.  The lender argued that the bankruptcy
petition was meant to "obtain tactical litigation advantages."

The Debtors relate that Torchlight does not rely on any of the
causes set forth in Section 1112(b)(4) of the Bankruptcy Code but
instead relies on two unpersuasive arguments -- (i) that the
Debtors' filed the instant cases in bad faith; and (ii) that the
Debtors are unable to effectuate a plan.

The Debtors argue that there are many possibilities for the
Debtors to effectuate a plan of reorganization, including the
possibility that with the new money investment, the Debtors will
be able to effectuate a plan that will allow Torchlight to retain
its liens on the portfolio and make deferred cash payments to
Torchlight in the amount of the net present value of Torchlight's
claim.

The Official Committee of Unsecured Creditors supported the
Debtors' response explaining that the alternative proposed by the
special servicer -- dismissal or conversion of the Debtors' cases
-- does not address the fundamental problem that the Debtors are
incapable of satisfying their obligations under the current terms
of the mortgage loan.

                      About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.

Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the official committee of unsecured
creditors as lead counsel.  Richard Scott Cobb, Esq., and William
E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del.,
serve as the committee's local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PJ FINANCE: Torchlight Wants CBRE Out Due to Conflicts of Interest
------------------------------------------------------------------
Torchlight Loan Services LLC, special servicer for $475 million in
mortgage-backed securities, asks the U.S. Bankruptcy Court for the
District of Delaware to deny PJ Finance Company, LLC, et al.'s
request to employ CBRE Capital Advisors Inc., as their financial
advisor and investment banker.

Torchlight is formerly known as ING Clarion Loan Services, LLC,
successor by appointment to ING Clarion Partners, LLC.

Torchlight explains that CBRE has conflicts of interest that
render CBRE unable to perform the services for which the Debtors
seek to retain.

Equibase Capital Group, LLC, holder of a controlling interest in
the Debtors' equity, engaged CBRE to provide substantially the
same services that the Debtors are now asking the Court to
approve.

Torchlight adds that CBRE's capacity to provide independent and
unbiased professional advise and assistance to the Debtors and
their assets has been fundamentally compromised by CBRE's
pre-existing business relationship with Equibase.

As reported in the Troubled Company Reporter on April 26, 2011,
as financial advisor and investment banker, CBRE Capital will
review the Debtors' business operations, financial projections and
potential debt capacity.  The firm will also be tasked to assist
the Debtors in determining an alternative capital structure and
long-term business plan; give advice concerning any restructuring
or recapitalization of the Debtors' outstanding debt as well as in
evaluating potential debt financing or new equity; attend board
and committee meetings; provide testimony, among other things.

In return for its services, CBRE Capital will receive a monthly
advisory fee in the sum of $125,000 and will be reimbursed for its
expenses.  The Debtors also agreed to indemnify the firm.

CBRE Capital will also receive, among other things, a sale
transaction fee equal to 1% of the aggregate consideration
received from any sale transaction by the Debtors; and a
restructuring fee equal to 0.625% of the aggregate amount of debt
forgiven or re-tranched up to $50 million, and 0.875% of the
aggregate amount of debt forgiven or re-tranched in excess of $50
million.

CBRE Capital disclosed in a declaration that it does not represent
any party with interest materially adverse to the Debtors and
their estates.

                        About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.

Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the official committee of unsecured
creditors as lead counsel.  Richard Scott Cobb, Esq., and William
E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del.,
serve as the committee's local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PRECISION OPTICS: Maturity of $600,000 Notes Extended to June 28
----------------------------------------------------------------
Precision Optics Corporation, Inc., entered into a Purchase
Agreement, as amended on Dec. 11, 2008, with certain accredited
investors pursuant to which the Company sold an aggregate of
$600,000 of 10% Senior Secured Convertible Notes.  The Investors
amended the Notes on several dates to extend the "Stated Maturity
Date" of the Notes.  On June 3, 2011, the Investors further
amended the Notes to extend the "Stated Maturity Date" to June 28,
2011.  The Company believes the Investors will continue to work
with it to reach a positive outcome on the Note repayment.

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company's balance sheet as of March 31, 2011, showed
$1.33 million in total assets, $2.27 million in total liabilities,
and a stockholders' deficit of $940,471.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.


PUERTO RICO CONCRETE: Case Summary & Unsecured Creditors
--------------------------------------------------------
Debtor: Puerto Rico Concrete Pumping, Inc.
        Calle 6 Esq. B-9
        Reparto Campamento
        Gurabo, PR 00778

Bankruptcy Case No.: 11-04782

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Luis A. Medina Torres, Esq.
                  MEDINA TORRES LAW OFFICE
                  Box 191191
                  San Juan, PR 00919-1191
                  Tel: (787) 765-3795
                  E-mail: lumedina@coqui.net

Scheduled Assets: $2,100,280

Scheduled Debts: $1,148,964

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-04782.pdf

The petition was signed by Ricardo Rene Soto Bonilla, president.


RAISSI REAL ESTATE: Seeks Dismissal of Chapter 11 Case
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
was scheduled to convene a hearing on June 8, 2011, at 1:30 p.m.,
the hearing to consider Raissi Real Estate Development, LLC's
motion to dismiss its Chapter 11 case.

The Debtor related that on March 15, the Court granted secured
creditor First National Mortgage Company relief from the automatic
stay, to exercise all of its state law rights and remedies
relative to the Debtor's real property at 350 South Winchester
Blvd., San Jose, California.

The Debtor added that it owns no assets other than the property.
Once the foreclosure is complete, the Debtor will own no assets,
and there are no assets to administer in the Chapter 11 case.

               About Raissi Real Estate Development

Santa Clara, California-based Raissi Real Estate Development, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-56855) on June 30, 2010.  John Walshe Murray, Esq.,
and Rachel Patience Ragni, Esq., at the Law Offices of Murray and
Murray, assists the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


RAISSI REAL ESTATE: Meeting of Creditors Continued Until June 16
----------------------------------------------------------------
The U.S. Trustee for Region 17 has continued until June 16, 2011,
at 12:00 p.m., the meeting of Raissi Real Estate Development,
LLC's creditors.

Santa Clara, California-based Raissi Real Estate Development, LLC,
filed for Chapter 11 bankruptcy protection on June 30, 2010
(Bankr. N.D. Calif. Case No. 10-56855).  John Walshe Murray, Esq.,
and Rachel Patience Ragni, Esq., at the Law Offices of Murray and
Murray, assists the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


REALOGY CORP: Amends Form S-1; Registers $2.1 Billion Sr. Notes
---------------------------------------------------------------
Realogy Corporation issued $2,110,241,196 aggregate principal
amount of 11.00% Convertible Senior Subordinated Notes due 2018,
consisting of:

   (i) $1,143,706,000 aggregate principal amount of 11.00% Series
       A Convertible Senior Subordinated Notes due 2018;

  (ii) $291,424,196 aggregate principal amount of 11.00% Series B
       Convertible Senior Subordinated Notes due 2018; and

(iii) $675,111,000 aggregate principal amount of 11.00% Series C
       Convertible Senior Subordinated Notes due 2018 on Jan. 5,
       2011 in connection with Realogy's private debt exchange
       offers.

The Series A Convertible Notes, Series B Convertible Notes and
Series C Convertible Notes were issued under the same indenture,
dated as of Jan. 5, 2011, by and among, Realogy, Domus Holdings
Corp., Realogy's indirect parent corporation, the note guarantors
party thereto and The Bank of New York Mellon Trust Company, N.A.,
as trustee, and are treated as a single class for substantially
all purposes under the indenture.  This prospectus will be used by
the selling securityholders to resell their notes up to a total
principal amount of $2,110,241,196 and the Class A Common Stock of
Holdings, par value $0.01 per share, issuable upon conversion of
the notes.  The Company is registering the offer and sale of the
notes up to a total principal amount of $2,110,241,196 and the
shares of Class A Common Stock issuable upon conversion of the
notes to satisfy registration rights we have granted.

The Series A Convertible Notes bear interest at a rate of 11.00%
per annum.  The Series B Convertible Notes bear interest at a rate
of 11.00% per annum.  The Series C Convertible Notes bear interest
at a rate of 11.00% per annum.  Interest is payable semiannually
to holders of record at the close of business on April 1 and
October 1 immediately preceding the interest payment dates of
April 15 and October 15 of each year.

The notes are guaranteed on an unsecured senior subordinated basis
by each of Realogy's U.S. direct or indirect restricted
subsidiaries that is a guarantor under the 13.375% Senior
Subordinated Notes.  Subject to certain exceptions, any subsidiary
that in the future guarantees the 13.375% Senior Subordinated
Notes will also guarantee the notes. Holdings also guarantees the
notes on an unsecured junior subordinated basis.

The notes are convertible into Class A Common Stock at any time
prior to April 15, 2018.  Every $1,000 aggregate principal amount
of Series A Convertible Notes or Series B Convertible Notes is
convertible into 975.6098 shares of Class A Common Stock, which is
equivalent to an initial conversion price of approximately $1.025
per share, and every $1,000 aggregate principal amount of Series C
Convertible Notes is convertible into 926.7841 shares of Class A
Common Stock, which is equivalent to an initial conversion price
of approximately $1.079 per share, in each case subject to
adjustments under certain conditions as set forth in the
indenture.

Upon the occurrence of a Qualified Public Offering, and at any
time thereafter, Realogy may, at its option, redeem the notes, in
whole or in part, at a redemption price, payable in cash, equal to
90% of the principal amount of the notes to be redeemed plus
accrued and unpaid interest thereon to, but not including, the
redemption date.  If Realogy undergoes a Change of Control, it
must offer to repurchase the notes at 101% of the principal
amount, plus accrued and unpaid interest and additional interest,
if any, to the repurchase date.

The Company is not selling any notes or shares of Class A Common
Stock pursuant to this prospectus and will not receive any
proceeds from sales of the securities registered herein by the
selling securityholders.  The selling securityholders may sell all
or a portion of their notes and the Class A Common Stock issuable
upon conversion thereof from time to time in market transactions,
in negotiated transactions or otherwise, and at prices and on
terms that will be determined by the prevailing market price or at
negotiated prices.

There is no public market for the notes or Class A Common Stock
and the Company does not intend to apply for listing of the notes
or the Class A Common Stock on any securities exchanges or for
quotation of these securities through any automated quotation
systems.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at March 31, 2011 showed $7.91 billion
in total assets, $9.21 billion in total liabilities and a $1.30
billion total deficit.

                          *    *      *

It has 'Caa2' corporate family rating and 'Caa3' probability of
default rating, with positive outlook, from Moody's.  The rating
outlook is positive.  Moody's said in January 2011 that the 'Caa2'
CFR and 'Caa3' PDR reflects very high leverage, negative free cash
flow and uncertainty regarding the timing and strength of a
recovery of the residential housing market in the US.  Moody's
expects Debt to EBITDA of about 14 times for the 2010 calendar
year.  Despite the recently completed and proposed improvements to
the debt maturity profile, the Caa2 CFR continues to reflect
Moody's view that current debt levels are unsustainable and that a
substantial reduction in debt levels will be required to stabilize
the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


RED MOUNTAIN: Court Rejects Comerica's Stay Pending Plan Appeal
---------------------------------------------------------------
Bankruptcy Judge Randolph J. Haines denied secured creditor
Comerica Bank's request for a stay pending its appeal from the
order confirming Red Mountain Machinery Company's First Amended
Plan of Reorganization.  Comerica has not shown any likelihood of
irreparable injury in the absence of a stay, nor has it shown that
the balance of hardships tips sharply in Comerica's favor.

Judge Haines also denied Comerica's request for "a brief
administrative stay so that Comerica may petition the District
Court for a stay pending appeal." He said Comerica provides no
authority for a Bankruptcy Court to grant "a brief administrative
stay" if it is something other than a stay pending appeal pursuant
to Bankruptcy Rule 8005.  Nor has Comerica identified the showing
that must be made for the issuance of such an "administrative"
stay.  Judge Haines said the Ninth Circuit's "bedrock requirement
that stays must be denied to all petitioners who did not meet the
applicable irreparable harm threshold" would seem to apply as well
to a petitioner for a "brief administrative stay."

A copy of Judge Haines' June 2, 2011 Opinion and Order is
available at http://is.gd/xkMxAHfrom Leagle.com.

Since 2003, the Debtor has been financed by a revolving line of
credit with Comerica.  By the time the Chapter 11 was filed, the
Comerica debt was roughly $33 million.  The debt is guaranteed by
Owen and Linda Cowing.

Controversy erupted in June 2009 when Mr. Cowing discovered secret
e-mails between Comerica and the Debtor's then-CFO Darren Dierich
that revealed a plan for Comerica to sell the Debtor's assets to
an entity owned and controlled by Mr. Dierich, with the purchase
to be financed by Comerica, so that Mr. Dierich could take over
the Debtor's business for his own benefit.

The Debtor advised Comerica of its discovery of the secret sale
plan and that it might have claims against Comerica as a result.
But in August 2009, Comerica refused to extend financing, forcing
the Debtor to file for bankruptcy.

About two months after the bankruptcy filing, the Debtor received
a bid from an auction company to purchase approximately 50% of the
Debtor's equipment for a little over $5 million.  After initially
opposing the sale, Comerica eventually consented to the sale and
made a credit bid of $7 million for the equipment.  After the
sale, the Debtor's remaining equipment was roughly 83 pieces of
major equipment along with roughly 50 attachments and tools.

The Debtor filed a plan of reorganization in December 2009, and
filed its first amended plan in October 2010.  In November,
Comerica filed an election pursuant to Sec. 1111(b) of the
Bankruptcy Code, seeking to have its approximate $25 million claim
treated as fully secured.  The Debtor objected pursuant to Sec.
1111(b)(1)(B)(II), arguing that the Sec. 1111(b) election is not
available when property has been sold under Sec. 363.

The parties briefed and argued the issues of whether the
Bankruptcy Code's language "is sold" may include a sale prior to
confirmation and how the exception to the election applies when
only some of "such property is sold."  The Court concluded that
"is sold" includes sales made prior to the election deadline,
because "or is to be sold under the plan" refers to sales to be
made after the election deadline.  The Court also held that when
there is a sale of only a portion of the property there must be a
pro rata exclusion from the election.

Pursuant to that ruling, for purposes of confirmation the parties
stipulated that the value of Comerica's collateral is $10 million,
and that Comerica's total secured claim pursuant to Sec. 1111(b)
is $15.9 million (based on the $5.9 million deficiency pertaining
to the collateral that was not sold). They also stipulated that
Comerica had an unsecured claim of $9.8 million, based on the
deficiency pertaining to the collateral that was sold and the
Court's determination that it could not make the Sec. 1111(b)
election as to such collateral.

The plan classifies Comerica's $15.9 million allowed secured Sec.
1111(b) claim in Class 2.  Pursuant to Sec. 1129(b)(2)(A)(i)(II),
although the principal amount of the claim is $15.9 million it
need be paid only a present value of $10 million. The allowed
secured claim will be paid with interest on $10 million at 6.5%,
the rate the Court determined necessary to provide present value.
For the first year it will be paid in 12 monthly interest-only
payments, and thereafter will be paid semiannual principal and
interest payments based on a 20 year amortization, with the full
balance due in 15 years.

The plan classifies Comerica's deficiency claim arising from the
portion of its collateral that was sold, in the approximate amount
of $9.8 million, in Class 7.  All other unsecured claims, in the
approximate amount of $4.5 million, are classified in Class 8. All
42 ballots cast in Class 8 accepted the plan. The allowed claims
in Class 7 and 8 will share pro rata in a $100,000 pot to be
funded on the effective date of the plan.

Both Comerica's secured and unsecured deficiency claims are
treated as disputed claims under the plan.

The only rejections of the plan were cast by Comerica, both in
Class 2 and Class 7.

The Court issued an opinion that the plan was confirmable, and
should be confirmed, and on May 24 entered a final order of
confirmation.  Comerica immediately appealed.

              About Red Mountain Machinery Company

Chandler, Ariz.-based Red Mountain Machinery Company (dba Red
Mountain Holdings, LLC, Red Mountain Pacific, LLC, and BTH, LLC)
and Red Mountain Holdings, LLC, sought chapter 11 protection
(Bankr. D. Ariz. Lead Case No. 09-19166) on Aug. 11, 2009.  Steven
N. Berger, Esq., at Engelman Berger, P.C., represents the Debtors.
The Debtors estimated their assets and debts at $10 million to
$50 million at the time of the filing.


REGAL PARTNERS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Regal Partners, LLC
        5915 South Regal Street
        Spokane, WA 99223

Bankruptcy Case No.: 11-02779

Chapter 11 Petition Date: June 3, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Barry W. Davidson, Esq.
                  DAVIDSON BACKMAN MEDEIROS PLLC
                  601 West Riverside Avenue, Suite 1550
                  Spokane, WA 99201
                  Tel: (509) 624-4600
                  Fax: (509) 623-1660
                  E-mail: cnickerl@dbm-law.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 seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/waeb11-02779.pdf

The petition was signed by Howard M. Doran, managing member.


REGEN BIOLOGICS: Judge Approves Sale to Ivy Capital Affiliate
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Delaware bankruptcy judge
gave approval Tuesday to the sale of ReGen Biologics Inc.'s assets
to an affiliate of private equity firm Ivy Capital Partners LLC,
which offered to forgive its debt against the New Jersey knee
implant device-maker as part of the deal.

ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March 2011 to
rescind approval of its meniscus implant.  ReGen Biologics in
Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.


REGEN BIOLOGICS: Sues FDA Over Menaflex Clearance Repeal
--------------------------------------------------------
Allison Grande at Bankruptcy Law360 reports that ReGen Biologics
Inc. sued the U.S. Food and Drug Administration in Washington on
Tuesday, alleging that the agency's rescission of marketing
clearance for its Menaflex collagen meniscus implant was unlawful
and ultimately forced the company into bankruptcy.

According to Law360, the FDA originally classified the Menaflex
device -- used for the repair and reinforcement of the meniscal
tissue in the knee -- as a Class II device under the Federal Food,
Drug, and Cosmetic Act in December 2008, after concluding that it
was substantially equivalent to other legally marketed.

                         About ReGen Biologics

ReGen Biologics Inc., filed for Chapter 11 protection following a
decision by the Food & Drug Administration in March 2011 to
rescind approval of its meniscus implant.  ReGen Biologics in
Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D.
Del. Case No. 11-11083) on April 8, 2011.  An affiliate, RBio,
Inc., also sought protection from creditors (Case No. 11-11084).
Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips,
Goldman & Spence represent the Debtors.  ReGen disclosed
$1,496,261 in assets and $5,208,393 in liabilities as of the
Chapter 11 filing.


REVLON CONSUMER: In Talks with Lenders on Possible Refinancing
--------------------------------------------------------------
Given current market conditions, as part of the Company's strategy
to continue to improve its capital structure, on June 7, 2011,
Revlon, Inc.'s wholly owned operating subsidiary, Revlon Consumer
Products Corporation, held a teleconference meeting with a group
of potential lenders to discuss a possible refinancing of its
existing 2010 bank revolving credit facility.

The refinancing, if consummated, would, among other things, reduce
the 2010 revolving credit facility's interest rate and extend the
maturity of such facility to June 2016.  Among other things, the
proposed refinancing would include replacing RCPC's 2010 $140
million bank revolving credit facility with a new $140 million,
5-year bank revolving credit facility.

The proposed refinancing of RCPC's 2010 revolving credit facility
is expected to close and fund in mid- to late-June 2011.  There
can be no assurances that such refinancing will be consummated.
Consummation of such refinancing is subject to market and other
customary conditions, including, among other things, the execution
of definitive documentation and perfection of security interests
in collateral.  RCPC was in compliance with all applicable
covenants under its existing 2010 bank revolving credit facility
agreement as of March 31, 2011 and June 7, 2011.

A full-text copy of the Summary of Terms of the proposed
refinancing is available for free at http://is.gd/STER4o

                       About Revlon Consumer

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended December 2009 were
approximately $1.3 billion.  M&F beneficially owns approximately
77.4% of Revlon's outstanding Class A common stock, 100% of
Revlon's Class B common stock and 78.8% of Revlon's combined
outstanding shares of Class A and Class B common stock, which
together represent approximately 77.2% of the combined voting
power of such shares.

The Company's balance sheet at March 31, 2011 showed $1.14 billion
in total assets, $1.78 billion in total liabilities, and a
$644.30 million total stockholders' deficiency.

                          *     *      *

As reported by the TCR on Dec. 2, 2010, Standard & Poor's Ratings
Services said that it raised its corporate credit rating on Revlon
Consumer Products Corp. to 'B+' from 'B'.  "S&P raised the ratings
on Revlon Consumer Products Corp. to reflect the continued
improvements in operating performance, credit metrics, and its
enhanced liquidity profile," said Standard & Poor's credit analyst
Susan Ding.

In April 2011, Moody's Investors Service upgraded Revlon Consumer
Products Corporation's Corporate Family and Probability of Default
ratings to B1 from B2.  The upgrade of Revlon's Corporate Family
rating to B1 reflects the company's ability to sustain operating
and financial momentum despite the ongoing challenges of the
macroeconomic environment and intensified competitive environment.
Revlon's credit metrics continue to improve modestly driven by
strong profitability and cash flow generation with further gains
expected in fiscal 2011.


RIVER ISLAND: Can Hire Coldwell Banker as Real Estate Broker
------------------------------------------------------------
River Island Farms, Inc., obtained authority from Judge Raymond B.
Ray of the Southern District of Florida, Fort Lauderdale Division,
to employ Coldwell Banker Residential Real Estate as its real
estate broker, subject to these conditions:

     1. The listing agreement will provide for a sales commission
        of 6%. The commission will be earned only upon further
        order of the court and the successful closing of a sale of
        a listed property.

     2. If there is a default by a purchaser, any deposit will be
        paid over to the debtor and not retained by the broker.

     3. The term of the listing will be until Dec. 24, 2011.

     4. All sales will be subject to court approval.

                 About River Island Farms, Inc.

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011.  Martin L. Sandler, Esq., at Sandler &
Sandler By M. L. Sandler, P.A., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated assets and debts at $10 million to
$50 million.


RJS ABSECON: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RJS Absecon, L.L.C.
        707 White Horse Pike
        Absecon, NJ 08201

Bankruptcy Case No.: 11-27245

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Douglas S. Stanger, Esq.
                  FLASTER/GREENBERG
                  646 Ocean Heights Avenue
                  Linwood, NJ 08221
                  Tel: (609) 645-1881
                  Fax: (609) 645-9932
                  E-mail: doug.stanger@flastergreenberg.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 six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-27245.pdf

The petition was signed by Marc Swarbrick, managing member.


ROBERT MORDINI: Must Deal With Avoidance Suits Before Wife's Claim
------------------------------------------------------------------
Bankruptcy Judge A. Bruce Campbell denied the request of Jill C.
Mordini to lift the automatic stay in the Chapter 11 case of
spouse, Robert D. Mordini Jr., without prejudice to her right, or
the rights of any other interested party, to file a renewed motion
for relief from stay asking the Court to reconsider referring the
division of the Mordinis' marital property to the state court.
That motion may be filed at any time, either before or after
completion of any investigation or prosecution of avoidance
litigation in the Bankruptcy Court.

Prior to filing the Chapter 11 case, the Mordinis commenced a
dissolution of marriage action in Arapahoe County District Court.
Ms. Mordini seeks relief from the automatic stay to proceed with
litigation in the State Court to determine the division of marital
property.

The Debtor agrees that the matter of property division should
proceed in the State Court, but asks the Court to order that
execution of any order dividing the marital estate be stayed, and
that the Court be afforded an opportunity to review the State
Court's division of marital property in light of Bankruptcy Code
concepts and requirements, as was done by the bankruptcy court in
In re Dryja, 408 B.R. 608 (Bankr. D. Colo. 2010).

The Unsecured Creditors' Committee in Mr. Mordini's case argues
that the Court should deny relief from stay until the Court has
had the opportunity to determine what constitutes property of this
bankruptcy estate, including any property that may be recoverable
under any non-bankruptcy law or Bankruptcy Code avoidance powers.

Judge Campbell held that by dealing with avoidance actions first,
the Court dividing the marital estate would have a clear picture
of the parties' relative property ownership that would not be
changed by future avoidance litigation.  If the marital property
is divided first, there exists a risk that the marital property
division might appropriately be modified if property awarded to
Ms. Mordini in the divorce is subsequently recovered for the
benefit of this bankruptcy estate's creditors in an avoidance
action.

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

Robert Mordini, Jr., filed for Chapter 11 bankruptcy (Bankr. D.
Colo. Case No. 11-15491) on March 17, 2011.


SAGUARO RANCH: Court Denies Confirmation Plan of Reorganization
---------------------------------------------------------------
Chapter11Cases.com reports that Judge Eileen Hollowell entered an
opinion and an order denying confirmation of the third amended
plan of reorganization proposed by Saguaro Ranch Development
Corporation and four affiliated companies.  The report relates
that this marks the second time this year that Judge Hollowell has
denied confirmation of a plan of reorganization proposed by
Saguaro Ranch -- she denied confirmation of its second amended
plan in February.

According to Chapter11Cases.com, the debtors were not able to
reach a settlement to gain the support of their pre-petition
secured lenders for the proposed third amended plan.  The report
notes that the lenders, Kennedy Funding, Inc. and Anglo-American
Financial, LLC, lent the debtors $50 million in 2005 to develop
the project.

After the court's denial of confirmation of the second amended
plan, the court granted the lenders relief from the automatic
stay, Chapter11Cases.com discloses.  The debtors appealed that
order, but there was no stay of the order pending appeal.   A
trustee sale was set for later this week.

Chapter11Cases.com says that the court's opinion denying
confirmation of the third amended plan of reorganization focuses
primarily on the proposed treatment of the lenders' claims, which
the debtors asserted were $28 million and the lenders asserted
were $40 million.

The report notes that the plan proposed to pay the lenders'
section 1111(b)(2) claim by paying $17.25 million over five years
with six percent interest.  Chapter11Cases.com relates that the
debtors asserted that the lenders' claims would be paid by the end
of the seventh year after effectiveness of the plan, with the
payments to the lenders being funded primarily by the sale of 131
home lots.

The plan was also to be funded by a $3 million cash infusion and
assignment of a partnership interest asserted to be worth $4
million, both from the family which owns controlling interests in
the debtors, the report says.

Judge Hollowell first addressed the issue of feasibility.  In
determining that the plan was not feasible, the court determined
that the appropriate standard was whether the debtors had
established that the plan had "a reasonable probability of
success," Chapter11Cases.com relates.

However, the report notes, she also stated that "the oft-quoted
language of In re Pizza of Hawaii, 761 F.2d 1374, 1382 (9th Cir.
1985), which warns against the confirmation of 'visionary
schemes,' applies here."

Chapter11Cases.com discloses that among the issues that the court
considered in determining that the debtors had not carried their
burden of demonstrating the plan's feasibility were:

   * The plan assumed an average lot sale price of $500,000 in
     year one with 5% annual increases thereafter.  While that was
     less than half of what lots had sold for before the
     bankruptcy filing in 2009, the lenders presented evidence
     that "lots have recently been listed or sold at the [Saguaro
     Ranch project] in the mid-$300,000 range."  The opinion
     states that "in the current [real estate] environment, the
     court cannot simply ignore comparable sales and listings"
     despite the debtors' argument that the prices were
     artificially depressed because "many of those lots are bank
     owned and not the same quality as the lots in escrow."

   * The plan assumed that lots would be sold at a rate of 20 lots
     in year one and 15 lots per year in years two through eight.
     While the debtors provided evidence that they had 10 lots
     currently in escrow (with closings predicated on confirmation
     of the plan), the court noted that "many of the parties to
     the contracts have a strong personal relationship with
     [Steven Phinny] or with individuals who already own property
     at the project" and that all of the contracts "are subject to
     'free look' periods which permit the proposed buyers to
     cancel the contract for any reason."  Therefore, the court
     described the debtors' having so many lots currently in
     escrow as "impressive, and probably unsustainable"
     particularly because the plan's projections are "well above
     the pre-petition sales figures for the project of slightly
     more than nine lots per year."

   * Finally, the court noted that there would "have to be
     additional sources" of funding for the debtors post-emergence
     which the court assumed would be "members of the Phinny
     family, who have invested over $30 million in the project and
     who have advanced $850,000 to keep the debtors operating
     post-petition."  However, the plan did not contain any
     provisions requiring the Phinnys to provide additional
     financing and the court therefore determined that expected
     funding from the family did "not assure performance under the
     third plan."

In addition, Chapter11Cases.com reports says, Judge Hollowell also
determined that the third plan of reorganization did not provide
"fair and equitable" treatment to non-consenting, impaired secured
creditors - to wit, the lenders - under section 1129(b) of the
Bankruptcy Code.   The report relates that she found that the only
alternative offered by section 1129(b)(2)(A) which the plan could
even possibly meet would be 1129(b)(2)(A)(iii), which requires
that the lenders "receive the 'indubitable equivalent' of [their]
claim."

In the opinion, the court held that "even if the debtors had
demonstrated that the third plan was feasible, the third plan
still falls short of meeting the indubitable equivalent standard
because it deprives [the lenders] of significant bargained-for
rights without compensating [the lenders] for the loss of those
rights," Chapter11Cases.com discloses.

Chapter11Cases.com states that the "crux" of the debtors' failure
to meet the indubitable equivalent standard was that the third
plan required the lenders to release their liens on lots for "a
flat lot release price well below the loan's requirement that [the
lenders] receive 70% of the sale proceeds."

According to the opinion, "where, as here, an undersecured
creditor is required to release a portion of its collateral before
receiving payments equal to its full value, it is effectively
impossible for a debtor to propose a plan that will guarantee that
the creditor is fully protected because the creditor's collateral
base is being eroded," the report relates.

In that scenario, Chapter11Cases.com states that the court held
that "the creditor must be protected with some form of substitute
collateral" for the plan to meet the indubitable equivalent
standard.  The third plan did not provide the lenders with any
substitute collateral, however.

In closing her opinion, Judge Hollowell made several final
acknowledgements.

First, she addressed the application of section 1129(b)(2)(A) of
the Bankruptcy Code on real estate developers, Chapter11Cases.com
says.  The report relates that after recognizing "the
difficulties" that the section presents in such cases, she states
that "Congress has decided that debtors must bear the risk of
reorganization by contributing additional capital and/or pledging
additional collateral to their undersecured creditors before
debtors may enjoy the benefits of a confirmed plan."

Second, the report notes, she acknowledged that confirmation of
the plan could have many benefits, including "the continued
employment of people who work at the project" and the continuation
of the project "as an environmentally sensitive development in
some of the most beautiful desert in Southern Arizona."

She noted that these benefits, which were offered by the
Creditors' Committee at the confirmation hearing, were
"compelling, but not sufficient."

The debtors filed a motion seeking "an emergency stay of any
proceedings against the property secur[ing] creditor[s] Kennedy
Funding, Inc. and Anglo-American Financial, LLC's lien" pending
the debtors' appeal of the court's opinion and order denying
confirmation, which was also filed on Friday, Chapter11Cases.com
reports.  Therein, the debtors asserted that they are "likely to
succeed on the merits" of their appeal, but even if "the court
does not make such a finding, the court should" still grant the
stay pending appeal because "the balance of hardship weighs
heavily" in the debtors' favor, the lenders would not "be
substantially harmed by a stay, and a stay protects the public
interest."

As noted above, the lenders have set a trustee's sale of the
debtors' assets for Thursday, June 9, 2011.

Earlier, the lenders filed an objection to the debtor's request
for a stay pending their appeal.

A hearing is scheduled for Tuesday morning, June 7, at 11:30 a.m.
at the courthouse in Tucson.

                      About Saguaro Ranch

Saguaro Ranch Development Corporation and its affiliates own over
1,000 acres of land in the Tortolita Mountains outside of Tucson.
The Property was acquired over a 10-year period by Steven Phinny
and members of his family who have collectively invested over $30
million in its acquisition and development.  Mr. Phinny's vision
was to create a master planned luxury community with maximal open
space and minima] impact on the environment.  The original
business plan was to develop and sell roughly 180 four to five
acre lots to buyers who would build custom houses on the improved
lots.  The Project was to be developed in stages and included
plans for a restaurant, stables, a spa facility, a horse ranch,
tennis courts, hiking and riding trails, and one large lot, which
Mr. Phinny originally planned to develop as 63 casitas.

Saguaro Ranch Development Corporation, PCC Investments, LLC,
Saguaro Guest Ranch Management Corporation, Saguaro Ranch
Investments, LLC, and Saguaro Ranch Real Estate Corporation filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 09-02490,
09-02484, 09-02489, 09-02492, and 09-02494) in February 2009.


SAGUARO RANCH: To Grant Stay Order if Debtor Posts $5-Mil. Bond
---------------------------------------------------------------
Chapter11Cases.com reports that Judge Eileen Hollowell
conditionally granted the debtors a ten day stay in the form of a
"105 injunction" at a hearing.  The report relates that the grant
of the stay is conditioned upon Saguaro Ranch posting a $5 million
bond and the stay is not effective until the bond is actually
delivered.

The minute entry reports that Judge Hollowell expressly stated
that the relief being granted was not "a stay of the court's order
denying confirmation and it is not a reimposition of the automatic
stay," the report notes.

As noted in our earlier report, the court granted the lenders
relief from the automatic stay after denying confirmation of
Saguaro Ranch's proposed second amended plan of reorganization
earlier this year, Chapter11Cases.com adds.

                      About Saguaro Ranch

Saguaro Ranch Development Corporation and its affiliates own over
1,000 acres of land in the Tortolita Mountains outside of Tucson.
The Property was acquired over a 10-year period by Steven Phinny
and members of his family who have collectively invested over $30
million in its acquisition and development.  Mr. Phinny's vision
was to create a master planned luxury community with maximal open
space and minima] impact on the environment.  The original
business plan was to develop and sell roughly 180 four to five
acre lots to buyers who would build custom houses on the improved
lots.  The Project was to be developed in stages and included
plans for a restaurant, stables, a spa facility, a horse ranch,
tennis courts, hiking and riding trails, and one large lot, which
Mr. Phinny originally planned to develop as 63 casitas.

Saguaro Ranch Development Corporation, PCC Investments, LLC,
Saguaro Guest Ranch Management Corporation, Saguaro Ranch
Investments, LLC, and Saguaro Ranch Real Estate Corporation filed
for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 09-02490,
09-02484, 09-02489, 09-02492, and 09-02494) in February 2009.


SAINT VINCENTS: PBGC Seeks $25-Mil. From Morgan Stanley
-------------------------------------------------------
The Pension Benefit Guaranty Corporation is seeking $25 million in
damages from Morgan Stanley Investment Management Inc. over risky
pension investments it made for New York's Saint Vincent Catholic
Medical Centers' pension plan and its participants.

In 2007 and 2008, Morgan Stanley invested the assets of Saint
Vincent's pension plan in mortgage-backed securities. The PBGC,
which is now responsible for paying benefits to Saint Vincent's
9,500 workers and retirees, believes that Morgan Stanley knew
those financial instruments were too risky, and that investing in
them violated the plan's guidelines.

Saint Vincent raised the issue last year in a U.S. District Court,
but the medical center's lawsuit was dismissed.

PBGC's appeal argues that the district court got it wrong by
misreading the complaint and overlooking key facts about the high
concentration of investments in mortgage-backed securities in 2007
and 2008, even while the firm was aware those investments were
risky and contrary to Saint Vincent's instructions.

PBGC filed its brief May 26 in the U.S. Court of Appeals for the
Second Circuit in Manhattan, a copy of which is available at
http://is.gd/E2raur

The agency wants the Second Circuit to overturn the ruling and
require the district court to hear the case on its merits. If that
happens, the agency will seek $25 million in damages from Morgan
Stanley on behalf of Saint Vincent's pension plan and its
participants.

The PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans. The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans. PBGC receives no taxpayer dollars
and never has. Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAN JOAQUIN HILLS: Moody's Cuts Rating on Revenue Bonds to 'Ba2'
----------------------------------------------------------------
Moody's has concluded the review of the San Joaquin Hills
Transportation Corridor Agency (SJHTCA) Ba2 rating for possible
downgrade by downgrading the rating to B1 with a negative outlook.

SUMMARY RATING RATIONALE

The review for downgrade on April 26, 2011 was triggered primarily
by the agency's request for bondholder consent to make certain
indenture amendments and extend debt maturities.

The amendments were approved on May 13, 2011. The indenture
amendments included a restatement of the rate covenant terms that
in Moody's opinion weakened the rate covenant test threshold to
1.0 times annual debt service from the prior 1.3 times and
deferred repayment of principal on $430 million of convertible
capital appreciation bonds (CCABs) by 18-19 years; reverted the
CCABs back to a new ten year accretion period and also
subordinated a portion of certain interest payments on the
restructured bonds. In Moody's opinion, these changes constitute a
weaker security package for bondholders that is inconsistent with
the Ba2 rating and more in line with a B1 rating.

OUTLOOK

The negative outlook reflects lingering uncertainty about the
fundamental performance of the toll road, uncertain pace of
economic recovery in the service area given continued weak
national economic indicators, and the agency's ability to increase
already high toll rates in the event of slow traffic growth.
Current toll rates are among the highest in the U.S. at
approximately 32 cents per mile.

DETAILED CREDIT DISCUSSION

The indenture amendments enable the agency to meet the restated
rate covenant. They do this however by in Moody's opinion
weakening the rate covenant and back-loading debt. Overall future
debt service costs increase from a total of $4.14 billion pre-
restructuring to nearly $5 billion post restructuring. Both the
original indenture and the amendments enable the agency to use
balances in the majority of reserves, including the debt service
reserve fund (DSRF) currently fully funded at $215 million and
loans from the Foothill/Eastern Transportation Corridor Agency
(F/ETCA, revenue bonds rated Baa3 stable) in order to subsidize
insufficient operating revenues to achieve 1.0x debt service
coverage ratios (DSCRs).

Forecasted cash flows and DSCRs for the restructured bonds depend
on continued revenue growth and use of toll stabilization fund
(TSF) and other reserves as well as loans from F/ETCA under
different growth scenarios.

Based on actual five-year compound average annual growth (CAGR) in
toll revenues of 2.9%, DSCRs do not achieve one times coverage
without use of pledged TSF balances. Including TSF balances and
other available balances the DSCR averages 1.48 times. Based on
stronger actual revenue CAGR of 6.4% over a 10-year historical
period DSCRs remain above one times through 2024 without TSF or
other reserve balances. However, given already high toll rates
averaging 32 cents per mile and a fitful economic recovery in the
service it is unclear whether the agency will be able to increase
tolls sufficiently to achieve a targeted 1.3 times DSCR.

The amended indenture requires the agency to maximize revenues
through toll rate increases while avoiding excessive traffic
diversion. The rate covenant now contains a requirement for the
agency to maximize revenues prior to each fiscal year, whereas
prior to the amendment, the rate covenant had a similar
requirement to maximize revenues if at the end of the year 1.3
times coverage was not achieved. The rate covenant now requires
the agency to set toll rates prior to each fiscal year such that
net toll revenues will achieve the maximum amount as recommended
by a traffic and revenue consultant. Should such rates result in
net revenues that are not sufficient to meet annual debt service
payments, the rate covenant will allow the inclusion of amounts
transferred from various funds including the toll stabilization
fund; the use and occupancy reserve and the debt service reserve.
Use of these funds does not constitute an event of default, as was
the case prior to the amendment. l. If there are insufficient TSF
balances to meet that year's debt service requirement then the
1997 debt service reserve funds could be used (1993 DSRF and other
fund balances can only be used if needed for 1993 debt). If after
using available reserves, funds are still insufficient to cover
the debt service in any given year, then the agency would request
a loan from F/ETCA. In any year that there is excess money after
paying debt service it would first be applied to fund the DSRF to
the required amount ($214,675,500 which is currently met), with
the excess revenues flowing to the TSF. Under the amended
indenture, it is not until the TSF is fully funded at $644 million
would excess cash flow into the surplus revenue fund and become
unrestricted. Prior to the indenture amendment, excess revenue
available went first to meet the DSRF requirement and then became
unrestricted.

Moody's notes that the agency currently has a longer term toll
schedule for planning purposes that was approved by the board in
2008, but also plans to work annually with the traffic and revenue
consultant to determine what adjustments can be made to maximize
revenues. Pursuant to the indenture amendment the board must then
approve and adopt the toll rates prescribed by the traffic and
revenue consultant with the exception for when certain conditions
can be met, including obtaining consent by both the insurer and
the owners of a majority in principal of the bonds to adopt an
alternative toll schedule. Moody's views the conditionality of
this tolling strategy to be a credit negative and indicative of
relative weakness in the face of uneven demand growth.

The agency also changed the terms of the 2005 mitigation and loan
agreement designed to provide liquidity support to SJHTCA from its
sister agency Foothill/Eastern TCA (F/ETCA rated Baa3, stable).
The agreement is now consistent with the revised rate covenant at
1.0 times. On June 30, 2009 SJHTCA received its last $30 million
installment of a total of $120 million in mitigation payments. The
agreement provides an additional $1.04 billion in potential loans
from F/ETCA if needed to meet SJHTCA's rate covenant. However,
F/ETCA is currently not specifically required to make such loans
if funds are needed to construct the 241 completion project at
some point in the future.

The proposed alignment for the 241 completion project is currently
being analyzed given the setbacks from the California Coastal
Commission decision and the appeal to the Secretary of Commerce.
Because the project is still in its early stages, costs, traffic
and revenue projections have not been updated.

The agency issued the 1993 and 1997 revenue bonds to finance the
construction of a 15-mile limited access toll road (State Route
73) in Orange County (general obligation bonds rated Aa1).
Outlook

WHAT COULD MAKE THE RATING GO UP

Strong and sustained growth in traffic and toll revenues that
produces DSCR above one times without using reserves or F/ETCA
loans could have a positive rating impact.

WHAT COULD MAKE THE RATING GO DOWN

Weak traffic and toll revenue that requires use of reserves or
toll rate increases that result in traffic diversion would place
downward pressure on the rating.

KEY INDICATORS

Type of System: 15-mile limited access toll road in Orange County,
from I-45 in Santa Ana to I -5. Road is owned by CALTRANS

FY 2010 Transactions: 25,308,372

FY 2010 Toll Revenues: $87,095,815

FY 2010 Transactions to Forecast: 44.1%

FY 2010 Revenues to Forecast: 62.9%

FY 2009 Transactions to Forecast: 49.2%

FY 2009 Toll Revenues to Forecast: 65.8%[1]

% Change Transactions/Revenues, 2009-2010: -5.6/0.8%

FY 2010 DSCR : 0.94x1.34x[2]

5 Year CAGR, Toll Transactions: -3.1%

5 Year CAGR Toll Revenue: 2.9%

Total Outstanding Debt: $2.1 Billion

[1] Wilbur Smith 1999 T&R report.

[2]Excluding/including Toll Stabilization Fund transfers

ISSUER CONTACT:

Brenda Shott, Chief Financial Officer, 949.754.3432

Amy Potter, Director of Finance, 949.754.3498

The principal methodology used in this rating was State and Local
Government-Owned Toll Facilities in the United States published in
March 2006.


SCHWAB INDUSTRIES: PBGC to Pay Pension Benefits
-----------------------------------------------
The Pension Benefit Guaranty Corporation will pay the retirement
benefits of more than 800 workers and retirees of bankrupt Schwab
Industries, Inc. of Dover, Ohio.

PBGC acted to protect worker pensions as the former concrete
products maker went out of business.

PBGC will pay all pension benefits earned by retirees up to the
legal maximum of $54,000 a year for a 65-year-old.

Further information is available at the PBGC Web site,
http://www.pbgc.gov/, or by calling toll-free 1-800-400-7242.
TTY/TDD users should call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.

Schwab Industries retirees who get their pensions from the PBGC
may be eligible for the federal Health Coverage Tax Credit. The
PBGC Web site provides details at
http://www.pbgc.gov/wr/benefits/hctc/hctc-faqs.html

PBGC, which receives no taxpayer funds, has taken over the pension
plan's assets and will use insurance premiums to pay covered
benefits. The Schwab pension plan has $19.5 million to cover $38.4
million in benefit promises, according to PBGC estimates. The
agency expects to pay about $18.5 million of the $18.9 million
shortfall.

PBGC's loss from the Schwab plan's unfunded liabilities were
included in its fiscal year 2010 financial statements.

The PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans.  The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans.  PBGC receives no taxpayer dollars
and never has. Its operations are financed by insurance premiums
and with assets and recoveries from failed plans

                      About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produced, supplied and
distributed ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company and several of its affiliates filed for Chapter 11
bankruptcy protection on Feb. 28, 2010 (Bankr. N.D. Ohio Lead Case
No. 10-60702).  The Company estimated its assets and liabilities
at $50 million to $100 million.  Judge Russ Kendig presides over
the cases.

On Dec. 15, 2010, the Bankruptcy Court entered an order confirming
the First Amended Joint Plan of Liquidation of Schwab Industries,
Inc., et al.  Substantially all of the remaining assets of the
Debtors have been transferred to a Creditor Trust.  John B.
Pidcock has been appointed the initial Creditor Trustee of the
Creditor Trust, and he has retained Freeborn & Peters LLP as his
lead counsel.


SCOVILL FASTENERS: Court Approves Greenberg as Panel's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized the Official Committee of Unsecured Creditors of
Scovill Fasteners Inc. and its debtor-affiliates to employ
Greenberg Traurig, LLP, as its counsel to give legal advice with
respect to the Committee's duties and powers in the Debtors'
cases.

According to the Troubled Company Reporter on May 24, 2011, the
firm will be paid based on the hourly rates of its
professionals:

   Partners        $425-$850
   Associates      $250-$450
   Paralegal       $150-$250

The Committee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCOVILL FASTENERS: Court Approves Alston & Bird as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Norther District of Georgia
authorized Scovill Fasteners Inc. and its debtor-affiliates to
employ Alston & Bird LLP as its counsel to provide legal services
to the Debtors.

According to the Troubled Company Reporter on June 2, 2011, the
firm will be paid based on the hourly rates of its professionals:

   Professionals                  Hourly Rates
   -------------                  ------------
   John C. Weitnauer, Esq.          $825
   W. Hunter Holliday, Esq.         $655
   Heather Byrd Asher, Esq.         $390
   Farrar Barker, Esq.              $385

The Debtors assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCOVILL FASTENERS: Gets Final Nod of $20.7-Mil. GECC Financing
--------------------------------------------------------------
The Hon. Robert E. Brizendine of the U.S. Bankruptcy Court for
the Norther District of Georgia granted Scovill Fasteners Inc. and
its debtor-affiliates to access $20.7 million debtor-in-possession
secured financing from General Electric Capital Corp., as the
agent for lenders.

According to the Debtors, they have an immediate and critical need
to continue to use cash collateral and to obtain credit pursuant
to the DIP credit facility to enable the Debtors to facilitate a
sale of their businesses and to administer and preserve the value
of their estates for all stakeholders.

The DIP Agent and DIP lenders are hereby granted, on a final
basis, an allowed superpriority administrative expense claim in
each of the cases.

Troubled Company Reporter said on May 3, 2011, on entering Chapter
11, there already was an agreement to sell almost all assets to
Global Equity Capital LLC for $17 million plus the cost of curing
contract defaults.

A full-text copy of the debtor-in-possession budget is available
for free at http://bankrupt.com/misc/SCOVILL_DIP_Budget.pdf

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCOVILL FASTENERS: Court Approves Carl Marks as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Scovill Fasteners Inc. and its debtor-affiliates to
employ Carl Marks Advisory Group LLC as their financial advisor to
provide services including merger and acquisition services.

According to the Troubled Company Reporter on May 24, 2011, the
Debtors proposes to pay $15,000 per month to the firm for
services rendered.

The Debtors assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.


SCHWAB INDUSTRIES: PBGC Will Take Over Pension Plan
---------------------------------------------------
Hazel Bradford at Pensions & Investments reports that The Pension
Benefit Guaranty Corp. will take over the pension plan of Schwab
Industries Inc., Dover, Ohio.

The Pension Benefit Guaranty Corp. assumed trusteeship for the
plan in April 2011.  The agency estimates the Schwab pension plan
has $19.5 million to cover $38.4 million in benefit promises,
leaving a shortfall of $18.9 million. The agency expects to pay
about $18.5 million.

Dover, Ohio-based Schwab Industries, Inc., produces, supplies and
distributes ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-60702) on Feb. 28, 2010.  The Company
estimated its assets and liabilities at $50,000,001 to
$100,000,000.


SEAHAWK DRILLING: Taps RE/MAX Commercial as Broker
--------------------------------------------------
Seahawk Drilling Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the South District of Texas for permission to
employ RE/MAX Commercial Brokers Inc. as their Barrow Street Lease
Real Estate Broker.

The firm will render advertising, marketing, negotiating, and
other brokerage services necessary to lease the Barrow Street
Property.

The Debtors agree to pay a commission of 4% or 8% of the gross
rentals owed under the Barrow Street Lease for all services
rendered and expenses incurred in connection with the Debtors'
Chapter 11 cases.  The 4% commission will be paid if the firm is
the only broker involved in executing the sublease and the 8%
commission will be paid if the sublease is co-brokered with a
broker representing the sublease or assignee.  The rates are
reasonable and appropriate for services of this nature, and
comparable to those charged by providers of similar services.  The
firm compensation on a fixed-rate percentage basis is customary in
the commercial real estate industry.

The Debtors assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SEAHAWK DRILLING: Disclosure Statement Hearing Set for June 28
--------------------------------------------------------------
The Hon. Richard Schmidt of the U.S. Bankruptcy Court for the
South District of Texas will convene a hearing on June 28, 2011,
at 10:00 a.m., at 1133 N. Shoreline Blvd., 2nd Floor in Corpus
Cristi, Texas, to consider the adequacy of the disclosure
statement explaining the Chapter 11 plan proposed by Seahawk
Drilling Inc. and its debtor-affiliates.

                       Overview of the Plan

The Plan generally provides for the payment in full of all Allowed
Claims of all Classes of creditors and a pro rata distribution of
any remaining assets of the Debtors to holders of Interests.  The
Plan sets forth the mechanism for the distribution to holders of
Allowed Claims and holders of Interests of:

    i) the proceeds from the sale of substantially all of the
       Debtors' assets to the Purchaser and

   ii) the liquidation and distribution of the Excluded Assets.

The Plan also takes into account that, at or shortly after the
Closing of the transaction with the Purchaser:

    i) the First DIP Financing Agreement was paid in full,

   ii) Purchaser assumed liability for approximately $10.45
       million in current accounts payable of, and accruals for
       goods and services received by, Debtors as of the Closing
       Date attributable to the Purchased Assets, and

  iii) cure claims of approximately $1.5 million relating to
       contracts assumed by the Debtors and assigned to the
       Purchaser were paid from the sale proceeds.

In addition, the APA provided that, as part of the consideration
for the transaction, effective as of the Closing, the Purchaser
provided, or caused to be provided, continuation health coverage
for any of Debtors' employees who were not hired by Hercules as
required under, and in accordance with COBRA.

After the Closing, the Debtors retained cash, including proceeds
of the Wind Down DIP Financing Agreement, and other Excluded
Assets and the Escrow Agent holds the Hercules Common Stock on
behalf of the Debtors for later Distribution to creditors and
stockholders in exchange for their Allowed Claims and Interests in
accordance with the Plan.  On the Effective Date, the Cash, other
Excluded Assets and the Debtors' ownership of the Hercules Common
Stock will vest in the Reorganized Debtors.  Also on the Effective
Date, the Debtors will continue their individual corporate
existence but all existing common stock of Seahawk will be
cancelled and new shares issued to the Liquidating Trust.  On the
Distribution Record Date a register of the owners of Interests in
Seahawk will be prepared for use in making Distributions to
holders of such Interests after all Allowed Claims have been paid
in full.

The Plan provides for the creation of a Liquidating Trust on
the Effective Date to which the assets of the Debtors will be
transferred with the exception of the Hercules Common Stock
which will continue to be held by the Escrow Agent for the benefit
of the Reorganized Debtors and for a Liquidating Trustee to
administer those assets, including prosecuting Causes of Action
for the benefit of creditors and stockholders.  The beneficiaries
of the Liquidating Trust will be the holders of Allowed Claims
and Allowed Interests.  The Liquidating Trustee will have the
authority to resolve issues regarding the Allowance of Claims and,
in conjunction with the Escrow Agent on behalf of the Reorganized
Debtors, will make Distributions to holders of Allowed Claims and
Allowed Interests in accordance with the Plan.

  Class    Type of Claim               Amount of Claim
  -------  ------------------          ---------------
  Class 1  Secured Tax Claims          $300,000
  Class 2  Other Secured Claims        $0
  Class 3  Priority Non-Tax Claims     $180,000
  Class 4  General Unsecured Claims    $16 million-$18 million
  Class 5  Litigation and Other
           Contingent Unsecured Claims $2.5 million-$4.5 million
  Class 6  Disputed Pride Claims       $0
  Class 7  Subordinated Claims         $0
  Class 8  Interests Impaired          N/A

All holders of claims are expected to recover 100% of their
allowed claims under the Debtors' plan.

A full-text copy of the Chapter 11 plan of reorganization is
available for free at http://bankrupt.com/misc/SEAHAWK_Plan.pdf

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/SEAHAWK_DS.pdf

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Jonathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SEAHAWK DRILLING: Seeks Approval of Audit Assistance Deal
---------------------------------------------------------
BankruptcyData.com reports that Seahawk Drilling filed with the
U.S. Bankruptcy Court a motion for an order approving an audit
assistance agreement between the Debtors and Hercules Offshore.
Under the agreement, Hercules will pay the Debtors approximately
$146,640 to assist with a financial audit of Seahawk for the
fiscal year ending December 31, 2010. The audit is necessary for
Hercules to stay in compliance with the reporting requirements of
the SEC. The Debtors' requested a June 14, 2011 hearing on the
matter.

                        About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011.  Berry D. Spears, Esq., and Johnathan C. Bolton, Esq., at
Fullbright & Jaworkski L.L.P., in Houston, serve as the Debtors'
bankruptcy counsel.  Shelby A. Jordan, Esq., and Nathaniel Peter
Holzer, Esq. at ordan, Hyden, Womble, Culbreth & Holzer, P.C., in
Corpus Christi, Texas, serve as the Debtors' co-counsel.  Alvarez
and Marsal North America, LLC, is the Debtors' restructuring
advisor.  Simmons & Company International is the Debtors'
transaction advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  Judy A. Robbins, U.S. Trustee for Region
7, appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Seahawk Drilling Inc. and its debtor-
affiliates.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.

According to DBR Small Cap, the deal was valued at about
$176 million when it received court approval.

Based on previous TCR reports, the purchase price for the
Acquisition will be funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which will be used primarily to pay off Seahawk's
Debtor-in-Possession loan.  The number of shares of Hercules
Offshore common stock to be issued will be proportionally reduced
at closing, based on a fixed price of $3.36 per share, if the
outstanding amount of the DIP loan exceeds $25 million, with the
total cash consideration not to exceed $45 million.

The deal closed on April 27, 2011.


SETX CLEARWATER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SETX Clearwater Environmental, LLC
        9501 Jade Avenue, Suite 201
        Port Arthur, TX 77640-1327

Bankruptcy Case No.: 11-10342

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Beaumont)

Debtor's Counsel: J. Craig Cowgill, Esq.
                  J. CRAIG COWGILL & ASSOCIATES, P.C.
                  8100 Washington Avenue, Suite 120
                  Houston, TX 77007
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284
                  E-mail: jccowgill@cowgillholmes.com

Scheduled Assets: $532,411

Scheduled Debts: $1,999,278

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txeb11-10342.pdf

The petition was signed by Saeed Ally, CEO/managing partner.


SIMMONS FOODS: Moody's Says B2 CFR Remains Stable for Now
---------------------------------------------------------
According to Moody's Investors Service, the outlook for Simmons
Foods B2 corporate family rating remains stable for now despite
unexpectedly weak chicken pricing in 2011 and its impact on the
company's operations. EBITDA is considerably lower than originally
expected and as a consequence, the company entered into a
forbearance agreement with its lenders while renegotiating its
bank financing.

The principal methodology used in rating Simmons Food 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.

Located in Siloam Springs, Arkansas, Simmons Foods, Inc. &
Affiliates is one of the leading vertically integrated poultry
processors, and a large private label pet food producer in the
United States. The company operated in three primary business
groups: (i) Poultry, (ii) Pet Food and (iii) Other, which includes
several distinct operating businesses. The company recently
acquired Menu Foods Income Fund, a Canadian private label pet food
business for a purchase price of approximately USD$ 230 million.
Pro forma for the acquisition, net sales for the twelve months
ended April 2011 were approximately $1.1 billion.


SINO-FOREST CORP: Moody's Reviews 'Ba2' Ratings for Downgrade
-------------------------------------------------------------
Moody's Investors Service has put Sino-Forest Corporation's Ba2
corporate family and senior unsecured ratings on review for
possible downgrade.

This review action follows allegations surrounding the accuracy of
Sino-Forest's audited accounts and its business model.

As a result, prices for the company's shares and bonds have
declined substantially in value.

"While Sino-Forest has refuted the bulk of the allegations and has
set up an independent committee to investigate them, Moody's is
concerned that its financial position and business plan will be
negatively affected in the interim, and even if they prove to be
unfounded. In addition, they are serious and, as such, require
careful consideration," says Ken Chan, a Moody's Vice President
and Senior Analyst.

In its review, Moody's will seek to assess the veracity of the
claims with a particular focus on:

1) The conversion of reported sales to cash flow; Moody's notes a
   material increase in working capital during 2010 and which was
   -- at year-end -- greater than the increase in sales. First
   quarter 2011 results will be released on 14 June and should
   provide insight into the progress of converting working capital
   to cash;

2) Ownership and valuation of its timber plantation assets; The
   company has responded to allegations in this context, and has
   promised further information in coming weeks;

3) Relationships with the authorized institutions which buy timber
   from the company, and which are the primary source of
   outstanding receivables;

4) Compliance of the company's business model with regulations in
   China, particularly around the sales arrangement for standing
   timber and logs;

5) The potential for the company's business model to be impacted
   in the next 2-3 years, even if the allegations prove to be
   unfounded. In this context, Moody's notes that Sino-Forest has
   been growing aggressively, and needs ongoing access to the
   equity and debt markets to continue such growth. There is a
   risk that the current allegations will damage its ability to do
   so, or increase the cost of doing so.

Moody's notes Sino-Forest's immediate liquidity position appears
robust.

Based on the company's announcement of June 6, it had US$1.09
billion of cash on its balance sheet as of March 31, 2011, and it
also confirmed that there had been no material change in that
position since that date.

This compares well with the short term liabilities as of end 2010
of US$0.76 billion.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last Credit Rating Action and the rating history.

Sino-Forest's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Sino-Forest's core industry
and believes Sino-Forest's ratings are comparable to those of
other issuers with similar credit risk.

Sino-Forest Corporation is a holding company listed in Toronto.
The company is engaged in forestry plantation activities in China,
as well as in the sale of timber, wood logs and other wood
products in China.


SMB ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SMB Enterprises, LLC
        4000 N. Delaware Avenue
        Philadelphia, PA 19137

Bankruptcy Case No.: 11-14444

Chapter 11 Petition Date: June 3, 2011

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

Judge: Stephen Raslavich

Debtor's Counsel: David A. Kasen, Esq.
                  KASEN & KASEN
                  1874 E. Marlton Pike, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  E-mail: dkasen@kasenlaw.com

Scheduled Assets: $1,830,000

Scheduled Debts: $1,801,833

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/paeb11-14444.pdf

The petition was signed by Barry Shapiro, member.


SOMERSET PROPERTIES: Wants Plan Filing Extended Until July 8
------------------------------------------------------------
Somerset Properties SPE, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina to extend until July 8,
2011, the time in which the Debtor has an exclusive right to file
a plan of reorganization.

The Debtor also asks that the Court extend the confirmation of the
Plan until July 8.

The Debtor filed its Chapter 11 Plan on Feb. 17, the hearing on
confirmation of Plan is scheduled for June 14.

As reported in the Troubled Company Reporter on March 23, 2011,
the Court, in an order dated Feb. 18, conditionally approved the
Disclosure Statement explaining the Debtor's Chapter 11 Plan.

According to the Disclosure Statement, the Plan provides for
holders of Class 2 allowed secured and priority tax claims will be
paid in full on the later date of (i) 90 days after the effective
date; or (ii) the date upon which they may ordinarily be paid in
full without penalty.  The Debtor believes that there will be no
amounts owed to Class 2.

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

             About Somerset Properties SPE, LLC

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection on (Bankr. E.D.N.C.
Case No. 10-09210).  The Debtor proposes to hire E. Hardy Lewis
and Blanchard, Miller, Lewis & Isley, P.A. as special counsel.
The Company disclosed $36,496,015 in assets and $28,825,521 in
liabilities as of the Chapter 11 filing.


SOUTH OF THE STADIUM: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: South of the Stadium I, LLC
        1221 I-35 E, Suite 200
        Carrollton, TX 75006

Bankruptcy Case No.: 11-43278

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Richard W. Ward, Esq.
                  6860 N. Dallas Parkway, Suite 200
                  Plano, TX 75024
                  Tel: (214) 220-2402
                  E-mail: rwward@airmail.net

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

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

The petition was signed by Jeff Shirley, authorized
representative.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
261 CW Springs LTD                    --                        --
WS Mineral Holdings LLC               11-43290            06/06/11

Debtor's List of three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nathan M. Rosen P.C.               Services                 $4,056
16475 Dallas Parkway, #660
Addison, Texas 75001

Mycoskie Mcinnis Assoc.            Services                 $2,879
200 E. Abrams Street
Arlington, Texas 76010

Haynes & Associates PC             Services                   $425
405 No. Oak Street
Roanoke, Texas 76262


SPOT MOBILE: Matthew Liotta Appointed to Board of Directors
-----------------------------------------------------------
Spot Mobile International Ltd. announced the appointment of
Matthew D. Liotta to fill a vacancy in its Board of Directors,
increasing the number of Board members from three to four.  Mr.
Liotta's appointment is effective as of June 2, 2011, and he will
serve his term as director until the date of the next annual
meeting of the shareholders of the Company, or until his successor
is duly elected or qualified.

Mr. Liotta currently serves as Chief Executive Officer for
PodPonics, LLC, a company he founded in 2010.  Mr. Liotta was the
Chief Technology Officer and a director of Rapid Link Incorporated
(the Company's predecessor) from October 2008 through August 2009.
In 2004, Mr. Liotta founded One Ring Networks, Inc., a hybrid
fiber and fixed access carrier and an alternative access provider
in the U.S.  In 2008, Rapid Link Incorporated acquired One Ring.
Prior to founding One Ring, Mr. Liotta was the chief executive
officer of Montara Software, a content management and portal
software company, from 2002 through 2004.  Prior to that, Mr.
Liotta was the portal engineering manager for DevX.  Mr. Liotta
has also served as a software architect for a variety of companies
in San Francisco and Atlanta.

As previously disclosed, Mr. Liotta in November 2009 commenced
litigation against Telenational Communications, Inc., the
Company's former subsidiary, alleging wrongful termination and
damages for unpaid compensation.  Mr. Liotta was also involved in
a separate lawsuit against Telenational Communications and Rapid
Link Incorporated claiming certain contingent purchase price
payments under a stock purchase agreement with Rapid Link
Incorporated.  Both of these claims arose prior to the closing of
the Share Exchange Agreement transaction, and the resulting change
in control of the Company, in February 2010.  On July 28, 2010,
the Company entered into a settlement agreement with Mr. Liotta
and other plaintiffs in both of these proceedings pursuant to
which the Company agreed to issue an aggregate of 350,000 shares
of the Company's common stock to the plaintiffs in exchange for a
full release of all liabilities, damages and obligations relating
to these matters.

There is no arrangement or understanding between Mr. Liotta and
the Company, or to the Company's knowledge, any other persons
pursuant to which Mr. Liotta was selected as a director.  Except
as disclosed above, there have been no transactions, and no
transactions are proposed, by Mr. Liotta with related persons as
defined by Item 404(a) of Regulation S-K.

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

The Company reported a net loss of $3.56 million on $16.08 million
of revenue for the year ended Oct. 31, 2010, compared with a net
loss of $712,601 on $23.74 million of revenue during the prior
year.

The Company's balance sheet at Jan. 31, 2011, showed $3.32 million
in total assets, $5.22 million in total liabilities and $1.90
million in total shareholders' deficit.


SPRINGLEAF FINANCE: Fitch Maintains Watch Negative on B- Ratings
----------------------------------------------------------------
On June 6, 2011, Fitch Ratings maintains the Rating Watch Negative
assigned to the Issuer Default Ratings and debt ratings on
Springleaf Finance, Inc. and affiliates. Fitch originally placed
the 'B-' long-term IDR on Rating Watch Negative on Aug. 11, 2010.

Fitch maintains these ratings on Rating Watch Negative:

Springleaf Finance, Inc.

   -- Long-term IDR 'B-'.

Springleaf Finance Corp.

   -- Long-term IDR 'B-';

   -- Senior debt 'B-/RR4'.

AGFC Capital Trust I

   -- Preferred stock 'CC/RR6'.

The maintenance of the Rating Watch Negative is driven by
continued uncertainty of SPRING's future funding profile.
Resolution of the Rating Watch will be dependent upon the outcome
of capitalization initiatives by Fortress, and subsequent
capitalization structure of SPRING. The Rating Watch on SPRING
reflects Fitch's belief that ownership may potentially seek to
engage in some type of restructuring of the firm's capital
structure at some point in the future, which potentially could
lead to a restricted default on certain debt. In addition, Fitch
would view negatively the lack of a longer-term funding plan in
place by the end of 2011, since the company faces substantial debt
maturities in 2012.

Fitch recognizes the completion and upsizing of the $3.75 billion
senior secured term loan. The completion of the deal adds
approximately $750 million of liquidity. However, the incremental
liquidity from the senior secured term loan only addresses near-
term needs. SPRING also announced in May its intention to form a
new subsidiary, Springleaf REIT, which will issue equity
securities through a public offering and use the proceeds to
purchase assets from SPRING. Although the proposed transaction
with Springleaf REIT could add incremental liquidity, both the
ability to execute this plan and the amount of liquidity that
could be added remain unknown.

SPRING's funding profile is weak due to reliance on repayments of
current receivables to fund new originations, repay debt
maturities, and fund operations. SPRING has approximately $2.4
billion of debt maturities for the remainder of 2011, which Fitch
views as manageable based on current cash balances and scheduled
repayments of receivables.

Without the implementation of a long-term funding plan, SPRING
will be challenged to meet debt maturities of $2.1 billion in
2012. Fitch expects cash balances on hand to decline significantly
by year-end 2011 as current balances will be used to satisfy 2011
maturities. Therefore, barring an asset sale, additional funding
facility or securitization, SPRING may have insufficient
flexibility to address debt maturing in 2012.

SPRING was incorporated in Indiana in 1927 as successor to a
business started in 1920. From Aug. 29, 2001 until the completion
of its sale in November 2010, SPRING was an indirect wholly owned
subsidiary of AIG. The consumer finance products of SPRING and its
affiliate include non-conforming real estate mortgages, consumer
loans, retail sales finance and credit-related insurance.


STANLEY E THOMAS: Dist. Court Rules on Receiver's Fee Request
-------------------------------------------------------------
In the case Joel Ross, Eric Levine, and Jerde Development Company,
v. Stanley E. Thomas and S. Thomas Enterprises of Sacramento, LLC,
No. 09 Civ. 5631 (S.D.N.Y.), the District Court appointed Melanie
L. Cyganowski as receiver by Order entered Dec. 21, 2010,
authorizing her "to administer and collect" certain interests of
Stanley E. Thomas and S. Thomas Enterprises of Sacramento, LLC "to
the extent necessary to satisfy" the $13,534,904.04 joint and
several judgment entered against them by the Court on Oct. 12,
2010.  In the same Order, and upon the judgment creditors'
request, the Court held Thomas in contempt of Court.  Now before
the Court are (1) the Receiver's Application for Allowance of
Commission, Fees, Costs, and Expenses and (2) Creditors'
Application for Award of Attorneys' Fees Incurred in Addressing
Defendant Thomas's Contempt as Compensation for Creditors'
Expenses as Aggrieved Parties.  In a June 6, 2011 Opinion and
Order, District Judge Shira A. Scheindlin granted the Receiver's
Application in its entirety, and the Creditors' Application in
part.  The Court ruled that:

     1. The commission, fees, costs and expenses of the Receiver
and her counsel requested in the Receiver's Application, as
modified, are allowed in full in the aggregate amount of
$336,210.66;

     2. The attorneys' fees requested in the Creditors'
Application are allowed in part in the aggregate amount of
$129,379.27;

     3. The Receiver is permitted and directed to remit
$304,947.57 to Otterbourg, Steindler, Houston & Rosen, P.C., which
amount is inclusive of the Receiver's allowed commissions;

     4. The Debtors are liable to the Receiver in the amount of
$31,263.09 and to the Creditors in the amount of $129,379.27;

A copy of the Court's ruling is available at http://is.gd/41Nb2k
from Leagle.com.

The Receiver may be reached at:

          Melanie L. Cyganowski, Esq.
          OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.
          230 Park Avenue
          New York, NY  10169-0075
          Tel: 212-905-3677
          Fax: 917-368-7121
          E-mail: mcyganowski@oshr.com


STATION CASINOS: Says Final Approval Won for Bankruptcy Emergence
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Station Casinos Inc. said it received the last
required approval for implementing its Chapter 11 reorganization
plan when the bankruptcy court in Reno, Nevada, on June 8 signed a
confirmation order approving the prepackaged plan for Green Valley
Ranch Resort, Spa & Casino in suburban Las Vegas.  Confirmation
was simplified when the bankruptcy judge in May removed dissenting
second-lien lenders from the creditors' committee, persuaded by
senior lenders that an inter-creditor agreement barred the junior
lenders from interfering with the proposed reorganization.  With
no members on the committee, the bankruptcy judge said he could
ignore the confirmation objection that the committee had filed
before all members of the committee were removed.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Thirty-one affiliates of Station Casinos Inc. sought bankruptcy
protection under Chapter 11 protection on April 12, 2011.  First
to file among the April 12 Debtors was Auburn Development, LLC
(Bankr. D. Nev. Case No. 11-51188).  The April 12 Debtors filed a
prepackaged plan of reorganization together with their Chapter 11
petitions to reorganize debts and consummate the sale of the Green
Valley Ranch Resort, Spa & Casino to a group of buyers led by the
Fertitta family.

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


STERLING ESTATES: ORIX Wants Plan Hearing Set for July 18
---------------------------------------------------------
ORIX Capital Markets, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, to schedule the
hearing for the week of July 18, 2011, on the confirmation of the
plan of liquidation it proposed for Sterling Estates (Delaware),
LLC.

ORIX, as special servicer for Wells Fargo Bank, N.A., as trustee
for Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2003-2, proposed a liquidating
plan for the Debtor centered on a sale of the Debtor's real
property and other assets.

ORIX also asks the Court to approve the disclosure statement
explaining the liquidating plan.

Michael T. Benz, Esq., at Chapman and Cutler LLP, in Chicago,
Illinois, says the Disclosure Statement contains adequate
information as required by Section 1125(a) of the Bankruptcy Code
so that each voting class will be able to make an informed
decision in voting to accept or reject the Plan.  The Disclosure
Statement, he points out, includes: (a) a summary of the Plan; (b)
the purpose of the Disclosure Statement; (c) voting instructions;
(d) the history of the Debtor's business before and after its
bankruptcy case; (e) events leading to the Debtor's bankruptcy
filing; (f) significant events in the case and related cases; (g)
the features, terms, and provisions of the Plan; (h) a description
of the funding of the Plan and distributions to creditors; and (i)
a description of alternatives to confirmation, including
liquidation outside the context of the Plan.

The Debtor, according to Mr. Benz, supports the Plan, and the
Special Servicer believes creditors of the estate will also
support confirmation of the Plan.

                      About Sterling Estates

Chicago, Illinois-based Sterling Estates (Delaware), LLC, a
Delaware Limited Liability Company, dba Sterling Estates
Manufactured Home Community, filed for Chapter 11 bankruptcy
protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319).
Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists
the Debtor in its restructuring effort.  The Company estimated
assets of $50 million to $100 million and debts of $10 million to
$50 million in its Chapter 11 petition.


STEVE & BARRY'S:  2nd Circ. Revives Claims Against Owners
---------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the Second Circuit
on Tuesday gave a boost to former employees suing Steve & Barry's
over mass layoffs, finding that the lower court failed to justify
releasing the private equity firms that own the bankrupted
retailer from the putative class action.

                        Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


STORY BUILDING: Disclosure Statement Hearing Continued to Aug. 9
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, approved a stipulation continuing the hearing
on the approval of the disclosure statement explaining the
reorganization plan of Story Building LLC to August 9, 2011, at
10:30 a.m.

The stipulation was entered into between Story Building LLC and
Wells Fargo Bank, N.A., as trustee for the registered holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C1.

                            The Plan

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Troubled Company Reporter on Jan. 7, 2011,
according to the Disclosure Statement, the Plan provides for the
resolution of all claims against the estate.  Plan distributions
will be funded primarily from operations of the Story Building
property, and the new value contribution.

The Debtor's interest holder will provide $50,000 on the effective
date sufficient cash to cover payments due on the effective date
of the Plan.

Under the Plan, holders of Class 4 general non-insider unsecured
claims will receive, among other things: (i) a pro rata share of
25% of net operating income for the calendar years 2012 to 2017,
derived from the rents generated from the Story Building property;
(ii) one final payment of the balance of the allowed claim and all
accrued interest in full on or before Dec. 31, 2018; and (iii) in
the event that the property is sold, a pro rata share of up to
100% of the net proceeds, if any, after payment of all costs of
sale, etc.

Copies of the Disclosure Statement is available for free at

         http://bankrupt.com/misc/StoryBuilding_DS2.pdf

The Debtor is represented by:

     Sandford L. Frey, Esq.
     Stuart I. Koenig, Esq.
     CREIM MACIAS KOENIG & FREY LLP
     633 W. Fifth Street, 51st Floor
     Los Angeles, CA 90071
     Tel: (213) 614-1944
     Fax: (213) 614-1961
     E-mail: sfrey@cmkllp.com
             skoenig@cmkllp.com

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.


SUNSET SUITS: BDO Spolka Raises Going Concern Doubt
---------------------------------------------------
Sunset Suits Holdings, Inc., filed on June 6, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

BDO Spolka z o.o. (Poland) expressed substantial doubt about
Sunset Suits Holdings' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations, negative cash flow from operations, and
has negative working capital and a capital deficit.

The Company reported a net loss of $481,000 on $19.51 million of
revenue for 2010, compared with a net loss of $5.03 million on
$26.59 million of revenue for 2009.  The Company had net income
from discontinued operations of $6.3 million in 2010, and a net
loss from discontinued operations of $961,000 for in 2009.  The
net income from discontinued operations in 2010 is made up of a
net operating loss of $509,000 and a gain on disposal of
production facility held for sale of $6.8 million.

The Company's balance sheet at Dec. 31, 2010, showed
$12.35 million in total assets, $18.97 million in total
liabilities, and a stockholders' deficit of $6.62 million.

A copy of the Form 10-K is available at http://is.gd/ROS15h

Sunset Suits Holdings, Inc., is a retailer of high quality
menswear based in Poland.  Prior to March 26, 2010, the Company
manufactured the majority of its menswear through its subsidiary,
Fashion Service, and purchased the remaining inventory from third
party suppliers.  On March 26, 2010, it sold 100% of its
ownership interest in Fashion Service and currently purchases its
merchandise through a supply chain in Asia.

As of Dec. 31, 2010, the Company's operations included 59 domestic
retail stores located in Poland with total retail space of
approximately 6,800 square meters, 3 stores located in Latvia with
total retail space of approximately 359 meters, 8 stores located
in the Czech Republic with total retail space of approximately 766
meters, and 5 stores located in Lithuania with total retail space
of approximately 654 square meters.


TAYLOR BEAN: Bowman Deserves 5-Year Sentence, Prosecutors Say
-------------------------------------------------------------
American Bankruptcy Institute reports that Raymond Bowman, former
president of Taylor, Bean & Whitaker Mortgage Corp., should be
sentenced to five years in prison for his part in a $3 billion
fraud at the company, prosecutors told a federal judge.

                       About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TERRESTAR NETWORKS: Talking With Stalking-Horse, Delays Auction
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TerreStar Networks Inc. is delaying the auction of
its business by one week.  The previously set June 8 deadline for
initial bids is now June 15.  The auction will be June 22,
followed by a sale-approval hearing June 28.

According to the report, TerreStar said the delay is the result of
"active discussions with various interested parties" with respect
to "potential stalking-horse bids."  If someone offers an opening
bid attractive enough to be given stalking-horse designation,
there can be a quickly held hearing to give the prospective buyer
a breakup fee and expense reimbursement if outbid at auction.

TerreStar, the report relates, is selling the business after being
unable to structure a Chapter 11 plan satisfying conflicting
creditor constituencies.

TerreStar, Mr. Rochelle notes, is hoping for a successful auction
similar to DBSD North America Inc.  DBSD, in a similar business,
saw the price increase at auction from $1 billion to $1.49
billion, with first-lien creditor Dish Network Corp. ending up as
the winning bidder.  A TerreStar lawyer said during a March court
hearing that there were talks with Solus Alternative Asset
Management LP and Harbinger Capital Partners LLC, hedge funds that
at the time were also hoping to acquire DBSD and combine the two
companies.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which were filed
on Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are:

    * TerreStar New York Inc.,
    * Motient Communications Inc.
    * Motient Holdings Inc.,
    * Motient License Inc.,
    * Motient Services Inc.,
    * Motient Ventures Holdings Inc., and
    * MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks Inc., or TSN, the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TMG CANTON: Final Cash Collateral Hearing on June 21
----------------------------------------------------
TMG Canton Crossings LLC will return to the Bankruptcy Court on
June 21, 2011, for a final hearing on its bid to use cash
collateral.

The Debtor was granted authority to use cash collateral on an
interim basis, pursuant to a stipulation with secured creditor
8375 Honeytree Holdings and the Office of the United States
Trustee.  The Debtor was allowed to use up to $175,000 through
June 21 to pay for necessary expenditures.  The Debtor may request
Honeytree for authority to spend additional amounts in the event
the Debtor encounters additional, unanticipated expenses.

In its motion to use cash collateral, the Debtor said the creditor
holding a security interest in the collateral is Wells Fargo,
which holds an alleged security interest in rents and a mortgage
against the Debtor's apartment complex.  The motion further says
the debt allegedly due Wells Fargo is $29,280,000.  The Debtor
believes its physical assets are worth $17,500,000.  The Debtor,
however, said it has not had an opportunity to obtain an
appraisal.

Honeytree is represented by:

          Megal Odell, Esq.
          MILLER CANFIELD, PADDOCK AND STONE PLC
          840 West Long Lake Road, Suite 200
          Troy, MI 48098
          Tel: 248-267-3215
          Fax: 248-879-2001
          E-mail: odell@millercanfield.com

                         About TMG Canton

TMG Canton Crossing LLC owns a 744-unit residential apartment
complex in Canton, Michigan.  TMG Canton filed a Chapter 11
petition (Bankr. E.D. Mich. Case No. 11-54145), on May 17,
2011.  Judge Walter Shapero presides over the case.  The Debtor
estimated assets and debts of $10 million to $50 million.  Court
filings say the project is worth $17.5 million.  Lender Wells
Fargo Bank NA has a $29.3 million mortgage.  The petition was
signed by Jeffrey Starman, president of TMG Canton Manager, Inc.,
managing member.


TOYS R US: S&P Affirms Corp. Credit Rating at B; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Wayne,
N.J.-based specialty toy retailers Toys "R" Us Inc. from
CreditWatch with positive implications, where they were placed on
June 1, 2010. The outlook is stable.

"The ratings on Toys "R" Us Inc. reflect our expectation that
credit protection measures will remain relatively stable in 2011
compared with 2010," said Standard & Poor's credit analyst Ana
Lai. "We see sales rising in the low-single-digit area this year
and operating margins holding up relatively well despite
increasing cost pressures. Given the intense competition in the
toy retailing sector, especially from mass merchants and
discounters such as Wal-Mart Stores Inc. and Target Corp., we view
Toys' business risk profile as weak. Moreover, the business is
extremely seasonal, and depends on 'hot' products and videogames."

"Toys' financial profile remains highly leveraged," added Ms. Lai,
"and if there is no IPO this year, we believe credit protection
measures will remain relatively stable in 2011 compared with
2010." "We expect total debt to EBITDA to remain in the mid-6x
area with EBITDA interest coverage at about 2x. Although free cash
flow was negative in fiscal 2010, this was primarily due to
a shift in the timing of payables. We expect free operating cash
flow to return to positive levels and reach about $300 million in
2011 despite our assumption of a modest increase in capital
spending."


TPF II: S&P Affirms 'B+' Ratings on $165MM Loan & 40MM Revolver
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' ratings on
TPF II LC LLC's $165 million senior secured term loan B ($100
million outstanding as of Dec. 31, 2010) and $40 million revolver;
both instruments mature in 2014. "At the same time, we
revised the recovery rating on the debt to '1' from '3',
indicating expectations of a very high (90% to 100%) recovery of
principal in a default scenario. The outlook remains negative,"
S&P said.

The May 2011 base residual auction in the regionial transmission
organization (RTO; unconstrained) area of the PJM region for the
delivery year June 2014 to May 2015 resulted in clearing price of
$125.99 per megawatt per day (MW-day), a marked increase over the
last two auctions that resulted in clearing prices of 27.73/MW-day
for the delivery year June 2013 to May 2014 and $16.46/MW-day
for the delivery year June 2012 to May 2013.

"Because of this improvement in capacity price, we now expect that
the project will no longer depend on merchant energy revenues and
therefore would not have any difficulty in meeting its mandatory
debt service in 2014 absent any significant operational
challenges," said Standard & Poor's credit analyst Theodore
Dewitt.

However, the risk of insufficient cash flows to meet mandatory
debt service in 2013 still lingers given current conditions in the
merchant energy market and its historical capacity factors and is
the primary factor for the negative outlook.

"The improved recovery rating stems from the fact that in our
projected default scenario, we anticipate about $85/kw of debt
outstanding at default. Given observed market transactions for
comparable assets in the region, we expect that the transaction
multiple in a stressed scenario would provide for a very high
recovery (90% to 100%)," S&P explained.

The project used debt proceeds to finance the acquisition of two
simple-cycle natural gas peaking power plants, Lincoln Generation
Facility and Crete Generation Facility, with nominal capacity of
656 megawatts (MW) and 328 MW, respectively. TPF purchased the
plants from ArcLight, DTE Energy Services, and Tyr Capital. TPF II
L.P., a private equity fund, indirectly owns 100% of TPF
II LC LLC. The project generates revenue from a tolling agreement
at Lincoln (through May 2011). In addition Crete earns merchant
energy and capacity sales in the Commonwealth Edison (ComEd)
region of the PJM Interconnection. Beginning June 1, 2011 Lincoln
will also be selling merchant energy and capacity in PJM.

"The negative outlook reflects our expectation that given the 2013
RTO region blended capacity price of $8.08/kW, the project will
depend on merchant energy margins to satisfy 2013 debt service. If
merchant energy markets are challenging, this will slow the pace
of the term loan's amortization and challenge the project's
ability to have sufficient cash flows to cover debt service in
2013. However, if the project can weather 2013, the substantial
increase in capacity prices to $125.99 for the 2014-2015 delivery
year we could consider returning the rating to stable with
potential for an upgrade," S&P related.


TUBO DE PASTEJE: Files Full-Payment Chapter 11 Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tubo de Pasteje SA de CV and subsidiary Cambridge-Lee
Holdings Inc. filed a proposed bankruptcy Chapter 11 plan June 8,
the last day of their exclusive period to propose a
reorganization.  Beating the deadline gives them the exclusive
right until Aug. 8 to solicit acceptances.

Mr. Rochelle relates that the plan in substance proposes to pay
all creditors in full, although some are entitled to vote on the
plan because their rights were changed.  Holders of $200 million
in 11.5 percent senior notes due 2016 are to receive new secured
notes for the full amount owed plus interest. The noteholders can
vote on the plan.  Holders of $66.2 million in other secured debt
will have their obligations reinstated and can't vote.  Likewise,
$41.7 million in unsecured claims, if not already paid, will be
reinstated.  They too can't vote.  Existing shareholders would
retain the stock.

The 11.5% notes last traded June 8 at 77 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                       About Tubo de Pasteje

Tubo de Pasteje SA and subsidiary Cambridge-Lee Holdings Inc.
filed Chapter 11 petitions (Bankr. D. Del. Case No. 09-14353) on
Dec. 7, 2009, following a Nov. 15 payment default on US$200
million in 11.5% senior notes due 2016.  Tubo and its subsidiary
sought bankruptcy protection when the 30-day grace period was
nearing its end.

Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products.  The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
Cambridge-Lee stock.


TUNAD ENTERPRISES: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tunad Enterprises, Inc.
          dba Infinity Clearners
        120 E. FM 544, Suite 72 Box 21
        Plano, TX 75094

Bankruptcy Case No.: 11-33723

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $674,000

Scheduled Debts: $1,733,842

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txnb11-33723.pdf

The petition was signed by Olatunde R. Adio, president.


TWIN CITY: Hospital No Longer Operates, Wants Case Converted
------------------------------------------------------------
Twin City Hospital asks the U.S. Bankruptcy Court for the Northern
District of Ohio to convert its Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.

The Debtor explains it has sold substantially all of its tangible
and intangible property to Trinity Hospital Twin City, an
affiliate of Franciscan Services Corp. and is no longer operating
as a hospital.

The Debtor relates that Wells Fargo Bank, National Association, as
indenture trustee and the Official Committee of Unsecured
Creditors assent to the relief requested.

The Debtor scheduled a June 23 hearing on the requested case
conversion.

                     About Twin City Hospital

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on Oct. 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
represents the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


UNITED CONTINENTAL: United Pays $75-Mil. to End Amadeus Contract
----------------------------------------------------------------
United Air Lines, Inc., will make a one-time payment of $75
million to Amadeus IT Group SA, ending a contract that has been
stalled for years, Travis J. Hampton of www.argophilia.com
reports.

The airline originally contracted Amadeus to migrate its internal
reservation system from Travelport's Apollo to Amadeus' Altea
platform, the report relates.

However, when United merged with Continental Airlines, Inc.,
United decided to migrate from Apollo to EDS Shares system, which
is Continental's internal reservation system, the report
discloses.  As a result, Amadeus is left with an unfulfilled
contract, the report states.

United said it was "currently not the best alternative" to
migrate to a new IT platform but thanked Amadeus for its
"flexibility and responsiveness," www.argophilia.com relates.

In related developments, the U.S. Department of Justice is
investigating possible antitrust violations by companies that
distribute airfare and flight data, Mary Schlangenstein of
Bloomberg News writes.

Bloomberg says the inquiry escalates tensions between airlines
led by American Airlines, and the so-called global distribution
systems over the handling of price and schedule data used by most
consumers to purchase travel.

"This has been going on for many, many years and it's culminated
in a situation where the airlines feel they're being bullied very
harshly," Richard Clarke, director of Travel Technology Research,
stated in a Bloomberg interview.  "The GDSs feel they have the
right to exercise their economic influence they way they have.
To go to court now, on the basis of antitrust, is kind of the
last straw."

Amadeus in Europe, together with two of the largest U.S.-based
GDS operators, Sabre Holdings Corp. and Travelport, handles more
than 90% of worldwide airline data distribution, Bloomberg
relays, citing an earlier legal filing by AMR.

                      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: Houston Airport Has $1-Bil. Project
-------------------------------------------------------
Houston Mayor Annise Parker and the Houston Airport System in
partnership with United Continental Holdings, Inc. (NYSE: UAL)
announced that construction on the first phase of the $1 billion
redevelopment project at Bush Intercontinental Airport will begin
by the end of the year.
Phase one of the three-phase project will create a new Terminal B
south concourse dedicated to domestic regional jet operations.

In addition, United announced that it is extending its lease on
Terminal C at Bush Intercontinental Airport to 2027.

Built in 1969 as one of the airport's two original terminals,
Terminal B has reached its maximum capacity.  The $161 million
south concourse project will replace the existing south side
flight stations with a 225,000 square foot facility to accommodate
United's fleet of regional aircraft, allowing for both operational
flexibility and a better customer experience by providing improved
and expanded gate lounge space, concessions
and restroom facilities.

The new Terminal B south concourse will feature:

   * A wide connecting bridge to a modern central passenger
     Lounge

   * Spacious passenger lounge areas with ample concession
     choices, restroom facilities and expansive tarmac views

   * A high-efficiency boarding process that will allow for up
     to 30 flights to depart through three main boarding zones

   * Durable and modern interior finishes

   * A flexible gate layout that will accommodate aircraft and
     in the future

   * A design that incorporates energy-efficient techniques
     using Leadership in Energy and Environmental Design (LEED)
     criteria

"As the largest hub for the largest airline in the world, Bush
Intercontinental is positioned to serve the world as United
builds its global network," said Houston Mayor Annise Parker.
"Our airport serves as one of the most important economic engines
in Houston and we are committed to expanding the portal to our
global business connections."

"This project and the extension of our Terminal C lease to 2027
clearly demonstrate United's commitment to Houston and will help
Houston maintain its status as an international city," said Jeff
Smisek, United's president and CEO.  "Houston is United's largest
hub, and our investment will open opportunities for additional
growth."

Plans for future phases of the $1 billion redevelopment project
include:

   * Redevelopment of the central Terminal B lobby and baggage
     claim areas

   * A new international-capable north concourse for mainline
     and regional jet flights

   * A new Terminal B Federal Inspections Services (FIS)
     facility

   * Infrastructure improvements (which include improvements to
     existing roadway, signage, utilities and fuel-storage
     systems)

Construction of the entire redevelopment project is planned over
the next seven to 10 years, with phase one expected to be
completed in late 2013.

The Houston Airport System is partnering with United on the
project, and the new construction will be a significant investment
into the local economy by creating many jobs.

"Together, we serve millions of customers at an important
international gateway and by investing in our infrastructure, we
are ensuring that we may serve even more global passengers for
many more years," said Mario Diaz, Houston Airport System
Director of Aviation.

               About Houston Airport System

The Houston Airport System (HAS) served more than 49.5 million
passengers in 2010, ranking as the 4th largest multi-airport
system in the U.S. Houston's three airports, George Bush
Intercontinental Airport (IAH), William P. Hobby (HOU) and
Ellington Airport (EFD) contribute more than $24 billion to the
regional economy.  IAH is the 7th busiest airport in the nation
and is the largest hub for the world?s largest airline. IAH and
HOU offer 21 airlines providing nonstop flights to more than 180
destinations worldwide.  For more information, visit
www.fly2houston.com and follow us @IAH and @HobbyAirport

             Houston's Bush Intercontinental Edges out
               Chicago O'Hare as United's No.1 Hub

As the integration between United and Continental progresses,
Chicago O'Hare Airport is no longer home to United' largest hub,
Chuck Goudie of www.abclocal.go.com reports.

Still, United remains headquartered in Chicago with 3,000
employees, Mr. Goudie notes.

According to Mr. Goudie, the combination of Continental and
United flights in and out of Houston has made Houston's Bush
Intercontinental Airport as United's largest hub.  The combined
airline brought together Continental's three U.S. hubs and
United's operation spread among five hubs, the report states.
The result is that Chicago O'Hare operates 607 United flights per
day, in contrast to Houston's 630 each day, the report states.

                      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: Has Changes for Consistent Travel Experience
----------------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) last month unveiled
a series of changes to provide a more consistent travel experience
for customers on United Air Lines, Inc. and Continental Airlines,
Inc., marking another milestone in the integration of the two
carriers.  The changes - many introduced first at United's hub at
Chicago O'Hare International Airport - will roll out at airports
across the airlines' global network over the next several months.

United and Continental continue to make significant progress
toward operating as a single carrier.  UAL is on track to achieve
a single operating certificate for combined operations from the
Federal Aviation Administration in the fourth quarter of 2011 and
to migrate to a single reservation system in the first quarter of
2012.

"The alignment of airport procedures, particularly for our most
loyal customers, and the rebranding of our operations at our
hometown airport are the newest visible signs of the successful
integration of United and Continental," said Jeff Smisek, United's
president and chief executive officer.  "We are making significant
progress as we create the world's leading airline, and customers
are experiencing more of these benefits as they travel."

Some of the changes visible to customers are:

   * More seamless self-service capabilities - United and
     Continental continue to integrate self-service capabilities
     to provide customers what they need at their first point of
     contact with the airlines.  The carriers have introduced
     new tools and functionality at united.com and
     continental.com, allowing customers to shop for flights,
     obtain seat assignments and check flight status on either
     Web site whether traveling on United or Continental.  At
     United's and Continental's largest airports, including
     their hub cities of Chicago, New York/Newark, Houston and
     San Francisco, customers may now check in and print
     boarding passes for flights on either airline using any
     United- or Continental-operated self-service check-in
     kiosk.

   * New "Premier Access" airport services - The carriers
     introduced Premier Access, a new package of priority
     airport services, including designated check-in counters,
     priority security screening, "front of the line" boarding
     through special Premier Access lanes and priority baggage
     handling, for elite-level frequent flyers and premium-cabin
     customers.  Premier Access re-branding will roll out
     through the system over the next several months.  Until
     airports are re-branded, elite-level frequent flyers and
     customers traveling in First, Business and BusinessFirst
     cabins have access to United's premium airport services and
     Continental's EliteAccess benefits.

   * New Mileage Plus and OnePass features and benefits -
     Members who have miles in both programs now may link their
     accounts and combine miles in order to earn awards faster.
     Members may also view their miles balances, elite status
     level and elite qualifying miles and segments earned side
     by side on one screen.  In addition, elite members of both
     programs now also have priority phone access when calling
     either airline.

   * Consistent airport experience - United and Continental
     aligned check-in and boarding processes across the two
     carriers.  The airlines established consistent minimum
     check-in and boarding times for both domestic and
     international flights and aligned boarding procedures
     across both carriers to include early boarding for
     uniformed military personnel, First, Business and
     BusinessFirst customers, elite-level frequent flyers and
     families with children under the age of four.  In addition,
     the carriers' airport lounges now offer members free Wi-Fi
     and the same beverage choices, including complimentary
     beer, spirits and house red and white wine.

   * New "Choice Menu" onboard - On flights offering meals and
     snacks for sale, United and Continental introduced a new
     "Choice Menu" inflight meal and snack service, including an
     Asian noodle salad, a Thai chicken wrap and Classic, Tapas
     and Savory snack-box options, all at common pricing.  In
     addition, the airlines are in the process of aligning their
     on-board beverage programs, including soft drinks, beers,
     spirits and coffee.  By late summer, both airlines will be
     serving the same coffee ?- a flavorful new custom blend --
     and the beer selection on domestic flights will include
     Heineken, Budweiser and Miller Lite.

   * Aligned policies and procedures - The airlines aligned key
     customer policies and fees to offer consistency for
     customers traveling on both carriers, including same-day
     flight changes, standby requests, unaccompanied minor
     handling, in-cabin pet acceptance and charges for
     additional services.

   * New airport signage and re-branding - Beginning with
     Chicago O'Hare International Airport, United and
     Continental will completely transform airport check-in and
     boarding areas with new airport signage reflecting the new
     United's branding.  The company is re-branding airports
     worldwide in phases over the next several months, beginning
     with airports in its hub cities.  Customers will continue
     to receive required information about the operator of their
     flights under this branding.

   * Single channels in social media - United and Continental
     now connect with followers via the Twitter handle @United
     and a new Facebook page.

Since closing the merger on Oct. 1, 2010, the company has made
significant progress integrating the two carriers.  The company's
notable accomplishments include:

   * Co-locating check-in, ticket counter and gate facilities at
     40 airports worldwide, or nearly one-third of the airports
     that United and Continental jointly serve.

   * Repainting 520 aircraft, or nearly 40 percent of the
     combined company's total fleet, in the new United livery.

   * Retaining United's Economy Plus seating and expanding it to
     Continental aircraft beginning in 2012.

   * Rolling out a new interim advertising campaign at airports,
     through customer communications and in other media.

   * Introducing a new look to the inflight magazine,
     Hemispheres, offered to customers on all United and
     Continental flights.

   * Selecting key technology platforms and processes.

   * Introducing several employee programs, including on-time
     incentive, perfect attendance, profit-sharing and pass-
     travel programs, to ensure that employees share in the
     success they help create as the new United begins to build
     a Working Together culture.

                      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: Reports April 2011 Traffic Results
------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) reported April 2011
operational results for United Air Lines, Inc. and Continental
Airlines, Inc.

United and Continental's combined consolidated traffic
(revenue passenger miles) in April 2011 increased 1.1 percent
versus pro forma April 2010 results on a consolidated capacity
(available seat miles) increase of 3.2 percent.  The carriers'
combined consolidated load factor in April 2011 was down 1.7
points compared to the pro forma results from the same period
last year.

United and Continental's April 2011 combined consolidated
passenger revenue per available seat mile (PRASM) increased an
estimated 8.0 to 9.0 percent compared to the pro forma results
from April 2010, while combined mainline PRASM in April 2011
increased an estimated 8.0 to 9.0 percent compared to the pro
forma results from the same period last year.

                United Continental Holdings, Inc.
      Pro Forma Preliminary Operational Results

                       2011        2010    Percent
                       Apr.        Apr.    Change
                       ----        ----    ------
Revenue Passenger Miles ('000)
Domestic           7,782,907   7,982,208     (2.5%)
International      7,112,532   6,664,825      6.7%
Atlantic           3,294,919   2,785,728     18.3%
Pacific            2,321,081   2,534,688     (8.4%)
Latin America      1,496,532   1,344,409     11.3%
Mainline          14,895,439  14,647,033      1.7%
Regional           2,112,508   2,179,810     (3.1%)
Consolidated      17,007,947  16,826,843      1.1%

Available seat miles ('000)
Domestic           9,187,366   9,357,705     (1.8%)
International      9,240,619   8,378,609     10.3%
Atlantic           4,208,550   3,479,702     20.9%
Pacific            3,078,399   3,202,326     (3.9%)
Latin America      1,953,670   1,696,581     15.2%
Mainline          18,427,985  17,736,314      3.9%
Regional           2,751,118   2,776,509     (0.9%)
Consolidated      21,179,103  20,512,823      3.2%

Passenger load factor
Domestic               84.7%       85.3%  (0.6pts.)
International          77.0%       79.5%  (2.5pts.)
Atlantic               78.3%       80.1%  (1.8pts.)
Pacific                75.4%       79.2%  (3.8pts.)
Latin America          76.6%       79.2%  (2.6pts.)
Mainline               80.8%       82.6%  (1.8pts.)
Regional               76.8%       78.5%  (1.7pts.)
Consolidated           80.3%       82.0%  (1.7pts.)

Onboard passenger
Mainline               7,973       8,117     (1.8%)
Regional               3,729       3,862     (3.4%)
Consolidated          11,702      11,979     (2.3%)

Cargo revenue ton miles ('000)
Total                236,742     251,274     (5.8%)

             United Continental Holdings, Inc.
         Pro Forma Preliminary Financial Results

                                            Change
                                            ------
March 2011 year-over-year
consolidated PRASM change                      8.3%

March 2011 year-over-year
mainline PRASM change                          8.1%

April 2011 estimated year-over-year
consolidated PRASM change              8.0% to 9.0%

April 2011 estimated year-over-year
mainline PRASM change                  8.0% to 9.0%

April 2011 estimated consolidated
average price per gallon of fuel,
including fuel taxes                          $3.06

Second Quarter 2011 estimated consolidated
average price per gallon of fuel,
including fuel taxes                          $3.06

      Preliminary April Operational Results for United

                            2011   2010   Change
                            ----   ----   ------
On-Time Performance         80.6%  88.5% (7.9pts.)
Completion Factor           98.9%  98.4%  0.5pts.

                      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.


UNITY MEDICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Unity Medical Supply Corp.
        P.O. Box 3007
        Yauco, PR 00698

Bankruptcy Case No.: 11-04768

Chapter 11 Petition Date: June 2, 2011

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Nydia Gonzalez Ortiz, Esq.
                  SANTIAGO & GONZALEZ
                  11 Calle Betances
                  Yauco, PR 00698
                  Tel: (787) 267-2205
                  E-mail: sgecf@yahoo.com

Scheduled Assets: $15,610

Scheduled Debts: $1,006,766

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb11-04768.pdf

The petition was signed by Florence Ramos Busigo, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
Debtor                              Case No.     Date
------                              --------     ----
Florence Ramos Busigo               10-10515   11/05/10


UNIVERSAL ORLANDO: Fitch Gives Initial BB+ Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Rating (IDR)
assigned to NBC Universal Media, LLC, a direct wholly owned
subsidiary of NBC Universal, LLC.

Additionally, Fitch has assigned an initial 'BB+' IDR to Universal
City Development Partners, Ltd., a 'BB+' issue rating to Universal
Orlando's 8.875% senior unsecured notes, and a 'BB' issue rating
issue rating to its 10.875% senior subordinated notes.

The Rating Outlook for all of NBCUniversal's ratings is Stable.
Approximately $9.7 billion of debt (principal value) is affected
by Fitch's action.

Fitch's rating actions follow NBCUniversal's announcement that the
company has entered into definitive agreements with affiliates of
the Blackstone Group, LP to purchase its 50% equity interest in
Universal Orlando for approximately $1.025 billion.

Fitch believes the proposed transaction does not meaningfully
increase the business risks related to NBCUniversal's credit
profile while acknowledging that the transaction increases
NBCUniversal's exposure to the more economically sensitive and
cyclical theme park business.

Fitch expects NBCUniversal will fund the purchase price with a
combination of cash on hand, borrowings under NBCUniversal's
revolving credit facility and with proceeds from a one-year $400
million subordinated loan to NBCUniversal from Comcast Corporation
(Comcast). The transaction is not leveraging (on a pro forma
basis), and NBCUniversal's credit protection metrics remain within
Fitch's expectations for the current ratings category. As of the
LTM period ending March 31, 2011 NBCUniversal's leverage was 2.8
times (x) and after giving consideration for the proposed
transaction NBCUniversal's leverage is 2.9x on a pro forma basis.

The 'BB+' IDR assigned to Universal Orlando reflects its globally
recognized brand and intellectual property position, limited
direct competition, relatively high barriers of entry into the
U.S. theme and amusement park industry and the company's strong
free cash flow (defined as cash flow from operations less capital
expenditures and dividends) profile. For the year ended Dec. 31,
2010, Universal Orlando generated approximately $239.4 million of
free cash flow. During 2011 Fitch expects a modest increase in
free cash flow generation as Universal Orlando's operating
performance continues to benefit from the opening of The Wizarding
World of Harry Potter attraction.

Additionally Fitch believes Universal Orlando's strategic ties to
NBCUniversal provide one notch of support to Universal Orlando's
ratings. Universal Orlando provides NBCUniversal a platform to
promote and strengthen its various brands.

Key rating concerns include the highly competitive Orlando market
where a total of seven major theme parks operate and the economic
sensitivity of the theme park business.

Overall, the ratings incorporate NBCUniversal's size, scale,
leading brand positions and diversity of operations and business
risk as one of the world's most prominent media and entertainment
companies. Central to Fitch's ratings and a key strength of the
company's credit profile is NBCUniversal's portfolio of leading
cable networks. Fitch considers cable networks one of the
strongest subsectors in the media and entertainment industry,
providing NBCUniversal with a revenue base largely consisting of
stable, recurring and high margin affiliate fee revenue generated
from multichannel video programming distributors as well as a
significant source of NBCUniversal's free cash flow generation.

Rating concerns center on the secular issues challenging
NBCUniversal's Broadcast Television segment, including time-
shifting technologies and internet based content, as well as the
cyclicality of advertising revenues. Fitch believes that on a
total company basis NBCUniversal generates less than half of its
revenues from advertising -- in line with its media peer group. In
addition to the secular and cyclical risks, strategic missteps
within NBCUniversal's Filmed Entertainment and Broadcast
Television segments have the operating performance of these
business segments lagging behind their peer group and have
negatively affected profitability. Going forward, operating
strategy is expected to focus on effectively managing the cost
structure and programming costs.

Fitch expects NBCUniversal's year end 2011 leverage metric, pro
forma for the closing of the transaction with Blackstone to
reflect the rating and be below 3x.

NBCUniversal's liquidity position is adequate given the business
risks inherent in its operations, and is supported by Fitch's
expectation for strong and consistent free cash flow generation
and available borrowing capacity from NBCUniversal's $750 million
revolver. The company does not have any material maturities
scheduled during 2011 and does not have a material maturity
scheduled until 2014. Fitch expects that during the ratings
horizon free cash flow will amount to approximately 8% to 9% of
consolidated revenues.

The Stable Outlook reflects Fitch's expectation for consistent
free cash flow generation, the company's ability to improve the
profitability of its Broadcast Television and Filmed Entertainment
segments, and the secular threats to NBCUniversal's Broadcast and
Filmed Entertainment segments not materially impacting operating
results during the current ratings horizon.

NBCUniversal's acquisition of Blackstone's 50% interest in
Universal Orlando would result in a 100% ownership and full
consolidation of Universal Orlando balance sheet and income
statement by NBCUniversal. The transaction is expected to close on
July 1, 2011.

Fitch has affirmed these ratings with a Stable Outlook:

NBC Universal Media, LLC

   -- IDR at 'BBB';

   -- Senior unsecured debt at 'BBB'.

Fitch has assigned these ratings with a Stable Outlook:

Universal City Development Partners, Ltd.

   -- IDR 'BB+';

   -- Senior unsecured debt 'BB+'

   -- Senior subordinated debt 'BB'.


US MORTGAGE: CFO Beats Jail Time For $136-Million Fraud
-------------------------------------------------------
Dan Rivoli at Bankruptcy Law360 reports that U.S. Mortgage Corp.'s
former chief financial officer was sentenced Wednesday to two
years' probation, beating jail time for his role in a scheme that
fraudulently sold $136 million in credit union loans to Fannie
Mae.

According to Law360, Leroy Hayden faced a statutory maximum
sentence of five years in prison and a $250,000 fine for copping
to one count of conspiracy in May 2010. He admitted to helping his
boss, former U.S. Mortgage President Michael McGrath, sell
mortgage loans to Fannie Mae from 2004 to January 2009.


                      About U.S. Mortgage

Based in Pine Brook, New Jersey, U.S. Mortgage Corp. --
http://2usmortgage.com/-- was a licenced mortgage banker founded
in 1996.  USM originated mortgages through a network of branch
offices, as well as sold mortgages in the secondary market to
investors and other parties.  CU National Mortgage, LLC was
developed to serve the needs of the credit union industry.

On February 23, 2009, USM filed for Chapter 11 relief in the U.S.
Bankruptcy Court for the District of New Jersey.  CU National
filed for bankruptcy protection on April 1, 2009, in the same
Court.  The cases are being jointly administered under Case
No. 09-14301.  The Debtors commenced bankruptcy proceedings after
allegations surfaced that they sold mortgages more than once and
engaged in other alleged improprieties.

Bruce D. Buechler, Esq., Kenneth Rosen, Esq., and Nicole
Stefanelli, Esq., at Lowenstein Sandler PC, serve as bankruptcy
counsel.  The Debtor estimated $10 million to $50 million in
assets and $100 million to $500 million in debts as of the
bankruptcy filing.


VITRO SAB: Subsidiaries Seek to Hire Ernst & Young as Tax Advisor
-----------------------------------------------------------------
Vitro America, LLC, and its subsidiaries ask the U.S. Bankruptcy
Court for the Northern District of Texas for authority to employ:

         Kevin L. Chadwell
         ERNST & YOUNG LLP
         6410 Poplar Ave., # 500
         Memphis, TN 38119
         Phone: (901) 526-1000

as tax advisor nunc pro tunc to Apr. 25, 2011, to provide
bankruptcy tax services.  E&Y LLP will also assign certain tax
professionals to assist the Debtors in completing ministerial
and administrative tasks relating to data collection and
preparation of Dec. 31, 2010, federal and state tax returns for
the Debtors.

With respect to the bankruptcy tax services, E&Y LLP will
charge the Debtors these hourly rates:

     Executive Directors/Principals/Partners      $765
     Senior Managers                              $615
     Managers                                     $545
     Seniors                                      $375
     Staff                                        $190

E&Y LLP also intends to charge the Debtors based on the time that
assigned staff spends performing services, which are currently
billed at $110 per hour.

Mr. Chadwell maintains that E&Y LLP is a "disinterested person"
as the term is 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.


VITRO SAB: Subsidiaries Seek to Renew Premium Finance Agreement
---------------------------------------------------------------
VVP Holdings LLC asks the U.S. Bankruptcy Court for the Northern
District of Texas for authority to honor and renew their
prepetition finance agreement and enter into new premium finance
agreements.

William Greendyke, Esq., at Fulbright & Jaworski LLP, recalls that
on October 5, 2010, VVP Holdings entered into a premium finance
agreement with AFCO Premium Credit LLC.  VVP Holdings is the
holding entity name in which all the insurance policies for Vitro
America, non-debtor affiliate Auto Glass, and Super Sky Products
are issued in, each of these operating companies are named as an
insured under the policies.

According to Mr. Greendyke, the total amount of premiums financed
under the Premium Finance Agreement is $286,717.  VVP Holdings
made a down payment totaling $57,343 under the Premium Finance
Agreement and financed the remaining balance of $229,374.  The
Premium Finance Agreement requires nine monthly installments of
$25,829.43 and bears a total finance charge of $3,090.87.  The
premiums are paid through August 27, 2011. The one remaining
installment payment in the amount of $25,829.43 will be due at the
end of August 2011.

                        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.


VITRO SAB: U.S. Units Secure Approval of $30-Mil. DIP Financing
---------------------------------------------------------------
Judge Harlin DeWayne Hale has authorized Vitro America Corp., and
five other subsidiaries, to secure DIP Loans from Bank of America,
N.A., up to an aggregate principal amount outstanding at any time
of $30,000,000 (with a sublimit of up to $15,000,000 for letters
of credit) to support their Chapter 11 cases.  Judge Hale also
orders the Debtors to deposit the Cash Collateral into one or more
bank accounts at the DIP Lender or its designated bank accounts.

                        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.


WALTHOM GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Walthom Group III, LLC
        442 1/2 E. Main Street
        Clayton, NC 27520

Bankruptcy Case No.: 11-04365

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.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/nceb11-04365.pdf

The petition was signed by James W. Lee, Jr., member.


WASHINGTON MUTUAL: Pushes Back Plan Confirmation Hearing to July 5
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Washington Mutual Inc. said June 8 that it's delaying
the plan confirmation hearing by about a week to afford more time
for working out a definitive agreement settling objections from
equity holders.  After announcing in May there was an agreement in
principle to give a distribution of some new stock to existing
equity holders, WaMu said there had to be a definitive agreement
or it would go ahead on June 29 with confirmation of the sixth
amended plan where existing equity would be wiped out.  WaMu asked
the judge to reschedule the confirmation hearing for July 5.
WaMu said it hopes to have final agreement with shareholders by
June 17.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WASHINGTON MUTUAL: Atty Says Shareholder Deal Still Up In The Air
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that with a settlement
with shareholders still in the works, Washington Mutual Inc. may
fall back on its previously filed reorganization plan that lacks
shareholder support, an attorney for the company said Wednesday at
a hearing in Delaware.

Brian S. Rosen of Weil Gotshal & Manges LLP told the court that
the company is still hammering out the details of the complex
deal, which would give shareholders an ownership stake in the
reinsurance business set to emerge from the bankruptcy, Law360
says.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York City and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WASTE2ENERGY HOLDINGS: Units Amend Master Supply Pact with AEL
--------------------------------------------------------------
Ascot Environmental Limited, UK Capital Ventures Holdings Limited,
Waste2Energy Group Holdings PLC, and Waste2Energy Technologies
International Limited entered into an Addendum and Amendment to
Master Supply Agreement to amend the Master Supply Agreement
entered by these parties on March 14, 2010.  WGH and WTIL are
affiliates of Waste2Energy Holdings, Inc.

Pursuant to the Amendment, the provisions of Section 4 of the
Master Supply Agreement relating to Purchaser's exclusive license
and right to sell operate and own supply on behalf of the Supplier
will be changed to include all Purchasers of cBOS systems in the
UK and Ireland.  Additionally, Waste2Energy Engineering Limited
was removed as party to the Master Supply Agreement due to its
liquidation.  Recital E added that Supplier will provide
GBP330,000 into the escrow account of Supplier's attorney which
will be drawn by Purchaser on the June 30, 2011, in the amount of
GBP165,000 and an additional payment on July 31, 2011, in the
amount of GBP165,000 for the completion and satisfaction of all
obligations under the Dargavel Contract guarantee for the Scotgen
Waste to energy Plant.

Pursuant to the Amendment, Section 8.11 of the Master Supply
Agreement was amended by that the Supplier or any of its
associated or related companies agreed that for the duration of
the Master Supply Agreement not to sell cBOS tm Gasification
Trains or other specified equipment within the Master Supply
Agreement to any third party for use in the UK or Ireland.
Section 4.1 was also modified by adding "purchased from the
Supplier at any site within the UK or Ireland as part of the
design, build and operation of Waste Facilities."

Schedule 3 was also modified by adding -Schedule of Charges
Commission- in order to reflect the exclusivity granted the
Purchaser will pay to the Supplier a 2.5% commission on the supply
order placed by the Purchaser stated within the payment structure
already specified.

A full-text copy of the Addendum and Amendment to Master Supply
Agreement is available for free at http://is.gd/oGK5SL

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WESTLAND PARCEL: Seeks to Hire David Goodrich as CRO
----------------------------------------------------
Westland Parcel J. Partners, LLC, seeks permission from the U.S.
Bankruptcy Court for the Central District of California to employ:

         David M. Goodrich
         Goodrich Law Corporation
         26459 Rancho Parkway South
         Lake Forest, CA 92630
         (949) 709-2662

as chief Restructuring Officer.  Mr. Goodrich will work with the
Debtor's current professionals and staff in its efforts to
monetize assets and propose a liquidating Chapter 11 Plan.
Mr. Goodrich will have all of the powers of a sole managing
member of the Debtor.

Mr. Goodrich will be compensated at the rate of $250 per hour,
with a $5,000, retainer to be paid by the Debtor after approval
of the Application.  In addition, the Debtor will reimburse
Mr. Goodrich for reasonable and necessary expenses incurred in
connection with the Chapter 11 case.  Mr. Goodrich has not
sought, and will not be paid, a success fee.

Mr. Goodrich maintains that he is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
is developing a mixed-use commercial project in Long Beach,
Calif., consisting of general aviation, aviation-oriented office,
retail, restaurant, and other airport related uses.  The Company
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WILLIAM SWITZER: Hearing on Chapter 15 Recognition on June 21
-------------------------------------------------------------
Judge Robert E. Gerber will convene a hearing June 21, 2011, on
the request of Michael J. Vermette, a Senior Vice President of
PricewaterhouseCoopers, Inc., in his capacity as monitor of
William Switzer & Associates, Ltd., for recognition of the
Company's restructuring proceedings before the Supreme Court of
British Columbia pursuant to the Companies' Creditors Arrangements
Act, R.S.C. 1985, c. C-36, as a "Foreign Main" proceeding.

Objections are due June 14.

Switzer Ltd. is the successor corporation of the family-owned and
operated business founded by William Switzer in 1952 as a full-
service interior design business.  Since 1978, the Switzer Group
has evolved into a business specializing in the production of
handmade furniture, including bespoke custom furnishings, fine
quality reproductions, original house designs, the Lucien Rollin
Collection and the Charles Pollock collection.  Switzer Group
furniture is found in many exclusive homes and hotels world-wide.

Recognizing its financial difficulties, the Switzer Group retained
the services of PwC to help it address establish a plan for
restructuring.  The Switzer Group also retained restructuring
counsel at Davis LLP in Canada and Fox Rothschild LLP in the
United States to assist with a restructuring the business.
Despite having worked with these experienced parties to avoid a
court-supervised process since mid-February 2011, the demands of
the landlords in the United States and Canada have made it
necessary to go forward with formal court proceedings.

On May 13, 2011, the Honorable Madame Justice Gropper of the
Supreme Court of British Columbia, entered an initial order
commencing the Switzer Group's restructuring in Canada under the
CCAA.

PwC, on behalf of Switzer Ltd., sought creditor protection under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
11-12449) on May 20, 2011.  A copy of the Chapter 15 case summary
is in the May 24 edition of the Troubled Company Reporter.

According to papers filed in U.S. Bankruptcy Court, Switzer Ltd.
has taken further steps to reduce its surplus inventory, including
conducting a liquidation sale of showroom pieces through Maynards
Industries.  It is anticipated that in a restructuring proceeding,
Maynards will continue to play a key role in liquidating excess
inventory to realize substantial cash being tied up therein, and
to allow the Switzer Group's management to focus on restructuring
its business.

0910308 B.C. Ltd., a company owned by Renee and Allan Switzer, has
agreed to purchase Switzer Ltd.'s building on Cordova Street, in
Vancouver, British Columbia at its fair market value of
$1,175,000.  The Cordova Sale, which has been approved by PwC as a
prudent measure in restructuring the Switzer Group, is expected to
realize proceeds which will be used to pay down amounts owing to
the Bank of Montreal as the secured creditor with a collateral
mortgage on the building.  This will reduce the obligations of
Switzer Ltd. (and the obligations of the other members of the
Switzer Group pursuant to their guarantees) and also allow the
company to return its focus on its core business.

The Switzer Group has total liabilities of roughly $12,365,000.


WILLIAM SWITZER: To Close Most U.S. Showrooms
---------------------------------------------
Shareholder Renee Switzer and senior Switzer Group management have
been working with PricewaterhouseCoopers Inc., as monitor for
William Switzer & Associates, Ltd., to develop a plan to
reorganize the Switzer Group.  According to papers filed in U.S.
Bankruptcy Court, as the expenses of running its own showrooms are
no longer viable given the Switzer Group's revenues, the Debtor
intend to vacate properties subject to its leases in the U.S.,
except its lease in San Francisco.  This will result in the
Switzer Group having the San Francisco showroom as its signature
US showroom, the Charles Pollock location with its unique product
remaining in Los Angeles, and all other Switzer Group showrooms in
the United States will be closed.  The remainder of the business
operations, including the Charles Pollock administration, will be
centered in Vancouver, British Columbia.

At the present time, the Debtor said it is not feasible to switch
manufacturing from the current artisans in Europe which
manufacture the majority of the Switzer Group's furniture.  Given
the necessity and corporate mandate of provide the highest-
quality, custom products, losing the current artisan suppliers
would be extremely detrimental to Switzer's business. Several have
been producing products for the Switzer Group in excess of 35
years, and for many the Switzer Group is their only customer.  The
requirement to maintain these suppliers to continue the operation
of the Switzer Group's core business, and the reliance these
artisan suppliers for the majority or all of their revenue, makes
it essential that the Switzer Group be able to pay these artisans
their current and future accounts receivable in the normal course
of business during the proposed restructuring, with the consent of
the Monitor. However, it is anticipated that finishing in Canada
will no longer be completed in-house, allowing the Switzer Group
to reduce its space requirements substantially in Vancouver to a
small showroom and administration office.

The Lucien Rollin Collection is also a key component to the
Switzer Group's core business, and will remain so for a re-focused
Switzer Group following the proposed restructuring.  The terms of
the Lucien Rollin Licence Agreement provide that it can be
terminated if royalty payments are not made, and such a
termination during or following the proposed restructuring would
be highly detrimental to the value of the Switzer Group.

Much of the Switzer Groups' furniture is sold by sales people on a
commission basis in Rep Showrooms and otherwise.  The Debtor said
it is critical to the Switzer Groups' continued sales and revenue,
both during and following the proposed restructuring, that these
parties continue marketing the Switzer Groups' products.  To
ensure this, it will be necessary to pay commissions accrued and
owing in the ordinary course, including those accrued prior to the
filing of this application and not yet paid.  Should these parties
not be paid their full commissions owing, it is likely that they
will cease to market the Switzer Group's products to customers,
and instead will market products from suppliers whose commission
payments have not been interrupted.  Further, these parties may
not be willing to continue with the Switzer Group following a
restructuring if their payments are interrupted.

                About William Switzer & Associates

Based in Vancouver, British Columbia, William Switzer &
Associates, Ltd., is the successor corporation of the family-owned
and operated business founded by William Switzer in 1952 as a
full-service interior design business.  Since 1978, the Switzer
Group has evolved into a business specializing in the production
of handmade furniture, including bespoke custom furnishings, fine
quality reproductions, original house designs, the Lucien Rollin
Collection and the Charles Pollock collection.  Switzer Group
furniture is found in many exclusive homes and hotels world-wide.

On May 13, 2011, the Honorable Madame Justice Gropper of the
Supreme Court of British Columbia, entered an initial order
commencing the Switzer Group's restructuring in Canada under the
Companies' Creditors Arrangements Act.  PricewaterhouseCoopers
Inc. was appointed as monitor for Switzer Ltd.

On May 20, 2011, PwC's Michale J. Vermette, on behalf of Switzer
Ltd., sought creditor protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 11-12449).  Yann Geron,
Esq., at Fox Rothschild, LLP, represents PwC.  Switzer Ltd.
retained Davis LLP as Canadian counsel.  Pursuant to the Chapter
15 petition, Switzer Ltd. has $10 million to $50 million in assets
and debts.


WMF AIRPORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: WMF Airport Hotel, Ltd
        16865 Diana Lane #200
        Houston, TX 77058

Bankruptcy Case No.: 11-34676

Chapter 11 Petition Date: June 3, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  LAW OFFICES OF PETER JOHNSON
                  Eleven Greenway Plaza, Suite 2820
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941
                  E-mail: pjlawecf@pjlaw.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/txsb11-34676.pdf

The petition was signed by William M. Friedrichs, Jr., president
of WMF Development, Inc., Debtor's general partner.


WS MINERALS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: WS Minerals LLC
        1221 I-35 E, Suite 200
        Carrollton, TX 75006

Bankruptcy Case No.: 11-43273

Chapter 11 Petition Date: June 6, 2011

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Richard W. Ward, Esq.
                  6860 N. Dallas Parkway, Suite 200
                  Plano, TX 75024
                  Tel: (214) 220-2402
                  E-mail: rwward@airmail.net

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

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

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
South of the Stadium I LLC            11-43278           6/06/11
261 CW Springs LTD                    11-33757           6/06/11
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000
WS Mineral Holdings, LLC              11-43290           6/06/11
   Assets: $10,000,001 to $50,000,000
   Debts: $10,000,001 to $50,000,000

The lists of unsecured creditors filed together with the petitions
do not contain any entry.

The petitions were signed by Jeff Shirley, authorized
representative.


XTRA PETROLEUM: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Xtra Petroleum Transport, Inc.
        a California Foreign Profit
        P.O. Box 9203
        Albuquerque, NM 87119

Bankruptcy Case No.: 11-12639

Chapter 11 Petition Date: June 6, 2011

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185
                  E-mail: daviswf@nmbankruptcy.com

Estimated Assets: $0 to $50,000

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/nmb11-12639.pdf

The petition was signed by Kathy Parseghian, president.


* No Stay Violation Absent Effort to Collect Loan Fees
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta ruled June 7
that when a mortgage lender merely records fees on internal
records and makes no attempt to collect, there is no violation of
any bankruptcy law or rule, the U.S. Court of Appeals in Atlanta
ruled June 7.  According to the opinion by Circuit Judge Susan H.
Black, there was no jurisdiction for the court to entertain
lawsuit based on actions "that may take place in the future."  The
case is Jacks v. Wells Fargo Bank NA (In re Jacks), 09-16146, U.S.
11th Court of Appeals (Atlanta).


* Fears Over Muni Bond Default Overblown, Baird's deGuzman Says
---------------------------------------------------------------
MarketWatch reports Sharon deGuzman, co-manager of the Baird
Intermediate Bond fund BIMSX, said at the Morningstar Investor
Conference on Wednesday that fears about municipal-bond defaults
and communities heading to bankruptcy are overblown.  Investors,
instead, should be worried more about credit downgrades.

"This is a time where value is important, because there may be
some small, local municipalities that default but what is more
likely is a downgrade," Ms. deGuzman said.  "If you can buy a bond
that has an AA rating at an A-level price, you're able to
withstand the downgrade if it happens, so it's a time to be a
cautious buyer but to understand that there will be more
downgrades than defaults."

MarketWatch relates Ms. deGuzman noted that there were more value-
priced bonds available in December and January, when funds were
losing assets and were selling high-quality bonds at something
approaching fire-sale prices.  "It's a little harder now, but the
value is still there," she said.


* Nev. Leads Nation in Bankruptcy Filings, But Not to Save Homes
----------------------------------------------------------------
American Bankruptcy Institute reports that Nevada has the highest
population-adjusted bankruptcy filing rate in the nation, but even
with the highest foreclosure ratio in the nation, Nevadans are not
using bankruptcy to skirt foreclosure and keep their homes.


* BOOK REVIEW: Beyond the Quick Fix
-----------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: US$34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the full
potential of organized efforts.  These are the quick fixes to
which the title of this book refers.  The jargon of the quick fix
is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author of
numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout the
corporation and is lasting.  At best, when a corporation relies on
an alluring, and sometimes little more than fashionable, idea, it
is a wasteful distraction.  At worst, it can skew a corporate
organization and its operations, thereby allowing the
corporation's true problems or weaknesses to grow until they
become ruinous.  As the author puts it, "Essentially, it is not
the single approach of culture, strategy, or restructuring that is
inherently ineffective.  Rather, each is ineffective only if it is
applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to break
this self-defeating cycle, the author offers a five-track program.
The five tracks, or elements, of this program are corporate
culture, management skills, team-building, strategy-structure, and
reward system.  These elements are interrelated. The virtue of
Kilmann's multidimensional five-track program is that it addresses
a corporation in its entirety, not simply parts of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does more,
though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***