TCR_Public/110615.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 15, 2011, Vol. 15, No. 164

                            Headlines

524 HOWARD: Can Assume Property Management Pact with Charles Dunn
524 HOWARD: Files Chapter 11 Plan of Reorganization
524 HOWARD: No Ruling So Far on Howard Street's Lift Stay Bid
850 NEW BALLWIN: Case Summary & 4 Largest Unsecured Creditors
AIG BAKER: Can Continue Using WF Cash Collateral Until July 15

AKASH INC: Case Summary & 6 Largest Unsecured Creditors
ALABAMA AIRCRAFT: Still Believes Sale Possible
ALLEN FAMILY: Proposes $30-Mil. Sale to Rival Poultry Company
ALLY FINANCIAL: Files Form S-4 for $1-Bil. of Sr. Notes Exchange
ALMADEN ASSOCIATES: Plan Outline Hearing Continued to June 23

ARMTEC HOLDINGS: S&P Cuts Long-Term Corp. Credit Rating to 'B+'
ASHLAND: S&P Puts 'BB+' CCR on Watch Neg Pending ISP Transaction
AXION INTERNATIONAL: Inks Employment Pact with CFO Fallon
BARNES BAY: Settlement to Double Creditors' Recovery
BERNARD L MADOFF: Chaitman Says Suits Belong in District Court

BLUEKNIGHT ENERGY: Gets Preliminary OK on SemGroup Settlement
BOUNDARY BAY: Asks for Court OK to Issue $840,000 in Notes
BOUNDARY BAY: Agrees to Lift Stay to Prosecute Heritage Actions
BPP TEXAS: Citizens Bank Asks Court to Dismiss or Convert Cases
BPP TEXAS: Citizens Okayed Cash Collateral Access Until July 29

BR BROOKFIELD COMMONS: Files for Chapter 11 in Milwaukee
BRONX PARKING: Yankee Stadium Parking Bonds Could Default in 2012
CALVARY BAPTIST: Plan Proposes to Pay SunTrust Within 3 Years
CAMBRIDGE RENTAL: Case Summary & 20 Largest Unsecured Creditors
CAPSTONE INFRASTRUCTURE: S&P Gives 'BB' Preferred Share Rating

CAR WASH: Files Schedules of Assets & Liabilities
CAREMORE HEALTH: Moody's Reviews Ba3 IFS Rating for Upgrade
CARIBBEAN PETROLEUM: Liquidation Plan Declared Effective
CARIBBEAN PETROLEUM: Obtains Approval of VB Investment Settlement
CCS CORP: Moody's Rates Proposed Notes at Caa2; Outlook Stable

CENTRUE FINANCIAL: To Move Stock Listing From Nasdaq Global Market
CHINA INTELLIGENT: Receives NYSE Amex Delisting Notice
COLVER PROJECT: Moody's Affirms 'Ba1' Rating on $137-Mil. Bonds
COMMONWEALTH BIOTECH: REVA Bids $4.22 Million for Former HQ
CONSOLIDATED COMMS: S&P Assigns 'B+' Rating to New Term Loan B

COSTA DORADA: Files Schedules of Assets & Liabilities
COTTONWOOD CORNERS: Case Summary & 19 Largest Unsecured Creditors
CPJFK LLC: Neshgold Completes Purchase of JFK Plaza Hotel
CROSS COUNTY: Has Cash Use Until July 20; In Talks With Lender
CTC CABLE: Mercury Cable Gets Notice From USPTO Rejecting Patent

DESERT OASIS: Can Use Rental Income to Fund Bankruptcy Case
DIAGNOSTIC IMAGING: Moody's Changes Outlook to Negative
DOWNSTREAM DEV'T: Moody's Assigns 'B3' Rating to Proposed Notes
DYE'S WALK: Case Summary & 20 Largest Unsecured Creditors
DYNCORP INT'L: Moody's Downgrades CFR to B1; Outlook Negative

DYNCORP INTERNATIONAL: S&P Lowers CCR to 'B+'; Outlook Stable
EFD LTD: Files Schedules of Assets & Liabilities
EFD LTD: Can Hire Hohmann Taube as Bankruptcy Counsel
ELECTROANDINA: Fitch Withdraws 'BB+' Issuer Default Ratings
EVERGREEN TANK: Moody's Upgrades CFR to B3; Outlook Stable

EXPRESS INC: S&P Raises CCR to 'BB-'; Outlook Stable
FAY AVE: Case Summary & 3 Largest Unsecured Creditors
FIRSTPLUS FIN'L: Trustee Taps Lynn Tillotson for Suit vs. Board
FRAC TECH: S&P Assigns 'B+' Rating to $1.5-Bil. Term Loan
FRENCH BROAD: Plan Confirmation Hearing Continued Until June 21

FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on Revenue Bonds
GARY PHILLIPS: Says Plan In The Works, Opposes Foreclosure
GENERAL MOTORS: Fitch Rates $500-Mil. Unsecured Debt at 'BB-'
GOLD HILL: Fifth Third Wants Stay Lifted to Pursue Helda Suit
GOLDENPARK LLC: Taps Levene Neale as Bankruptcy Counsel

GOLDENPARK LLC: Files Schedules of Assets and Liabilities
GSC GROUP: U.S. Trustee Blasts $1-Mil. Bonus for GSC Head
HANCOCK BANK: Moody's Downgrades Rating After Whitney Acquisition
HASSEN REAL ESTATE: Meeting of Creditors Continued Until June 29
HAWKS PRARIE: Court Enters Plan Confirmation Order

HEARUSA INC: Demant-Led Auction Set for July 29
HELIX ENERGY: Moody's Assigns Ba2 Rating to New Credit Facility
HSMC CORP: S&P Affirms Counterparty Credit Rating at 'B-'
INTERNATIONAL GARDEN: Garden Alive Has Until June 30 to Close Sale
INTERNATIONAL GARDEN: Court Approves Deal with Creditors' Panel

JOHNSON BROADCASTING: Chapter 11 Plan Declared Effective
KIK CUSTOM PRODUCTS: Moody's Affirms Caa1 Corporate Family Rating
LADY FOREST: Converted to Ch. 7; Creditors Meeting on July 8
LAKOTA CANYON: Files Schedules of Assets & Liabilities
LAS VEGAS MONORAIL: U.S. Bank Balks at Plan Outline

LAUREATE EDUCATION: S&P Rates Sr. Secured Credit Facilities at 'B'
LEED CORP: Mitch Campbell Wants Case Dismissed or Converted
LEHMAN BROTHERS: LCPI Wants to Impose Stay Against SunCal Entities
LEHMAN BROTHERS: LCPI Signs Deal to Permit SunCal to Use Cash
LEHMAN BROTHERS: OTC Has Deal for Verifone Note Hedge Rejection

LEHMAN BROTHERS: Resolves Disputes With Lex Over Properties
LEHR CONSTRUCTION: Jonathan Flaxer Appointed Chapter 11 Trustee
LEVEL 3: Subsidiary Completes $600MM Senior Notes Offering
LIONCREST TOWERS: Disclosure Statement Hearing Set for July 21
MACKINAW POWER: Fitch Affirms 'BB-' Rating on $147MM Term Loan

MADISON HOTEL: In Chapter 11 to Reinstate Mortgage
MADISON MEMORIAL: S&P Cuts Rating on 2006 Revenue Certs. to 'BB+'
MAJESTIC STAR: Opposes Indiana County $16-Mil Tax Claim
MARKETWEST ENERGY: Fitch Affirms 'BB' Long-Term IDR
MCCLATCHY CO: Closes Sale of Miami Property for $236 Million

MERRITT AND WALDING: Voluntary Chapter 11 Case Summary
METROPARK USA: GA Keen Finds Retailers to Purchase Leases
MEXICO FARMS: Special Counsel Must Conform to Fee Request Format
MGT CAPITAL: Receives NYSE Amex Listing Deficiency Notification
MPG OFFICE: Disposes of Non-Core Asset for $92 Million

NCO GROUP: Existing Board Members Re-Elected at Annual Meeting
NEC HOLDINGS: Wins Partially on Cash-Use Dispute
NEW YORK TIMES: Moody's Says 'B1' CFR Unaffected by New ABL
NNN 2400: U.S. Trustee Unable to Form Unsecured Committee
NORTEL NETWORKS: Microsoft, AT&T Object to $900 Million IP Sale

NORTEL NETWORKS: Google Gets Antitrust Clearance from DOJ
NORTEL NETWORKS: Seeks to Retain Cassidy Turley as Broker
NORTHERN 120: Sole Asset Sold; Reorganization Case Dismissed
NORTHERN BERKSHIRE: Hospital Files for Chapter 11
NORTHGATE CROSSING: Court Approves Winthrop as Bankruptcy Counsel

NORTHWESTERN STONE: Taps Ritchie Bros. to Auction Equipment
NORTHWESTERN STONE: Has Until Sept. 30 to File Reorganization Plan
NORTHWESTERN STONE: Has Until July 14 to Tag Unexpired Leases
NOVADEL PHARMA: Investors Agree to Amend Series PA & PC Warrants
NURSERYMEN'S EXCHANGE: Bid Protocol OK'd; July 8 Auction Set

NURSERYMEN'S EXCHANGE: Gets Interim Nod for $3.5-Mil. Loan
OCWEN FINANCIAL: Moody's Says B1 CFR Unaffected by Acquisition
ONE RENAISSANCE: Has Interim Access to Cash Proceeds of Property
OPTIONS MEDIA: Posts $845,700 Net Loss in First Quarter
OTTER TAIL: Sets Aug. 10 for Liquidating Plan Approval

PALMDALE HILLS: LCPI Permits SunCal Entities to Use Cash
PEGASUS RURAL: Files for Bankruptcy; May Sell Broadband Licenses
PEGASUS RURAL: Updated Case Summary & 20 Largest Unsec. Creditors
PERKINS & MARIE: Hires Omni Management as Claims Agent
PERKINS & MARIE: Asks for $14-Mil. of DIP Financing on Interim

PERKINS & MARIE: Loan Requires Chapter 11 Completion by Sept. 23
PERKINS & MARIE: Wins Approval of First Day Motions
PRIDE INTERNATIONAL: Fitch Upgrades IDR to 'BBB' from 'BB+'
QIMONDA AG: U.S. Units File Liquidating Plan
QTC MANAGEMENT: Moody's Upgrades CFR to B1; Outlook Stable

RANCHO KEYSTONE: Involuntary Chapter 11 Case Summary
REGAL PLAZA: Disclosure Statement Hearing Continued to Aug. 10
ROCK & REPUBLIC: Plan Trustee Wants Ex-CEO to Return Assets
ROUND TABLE: Has Interim OK to Use Cash Collateral Until July 28
ROUND TABLE PIZZA: Disclosure Statement Hearing Set for July 28

RUTHERFORD CONSTRUCTION: Can Hire Vogel & Cromwell as Counsel
SCOVILL FASTENERS: Gores Group Completes Acquisition of Assets
SHARPER IMAGE: Authorized to Reimburse on Gift Cards
SHOPPES OF LAKESIDE: Taps Jerry Dicht to Prepare 2010 Tax Returns
SITEL WORLDWIDE: S&P Affirms CCR at 'B'; Outlook Negative

SKYWAY AIRPORT: Voluntary Chapter 11 Case Summary
SMART & FINAL: Moody's Withdraws Proposed Bank Facility Rating
SOLERA HOLDINGS: S&P Keeps 'BB-' CCR After Notes Upsize
SPANISH BROADCASTING: S&P Affirms 'B-' CCR; Outlook Negative
STATION CASINOS: Green Valley Pre-Pack Plan Confirmed

STATION CASINOS: New Debtors Want Aug. 12 Claims Bar Date
STATION CASINOS: Has Deal Turning Over $12.5MM PropCo Collateral
STATION CASINOS: Second Lien Lenders Removed from Committee
SUFFOLK REGIONAL: Files Schedules of Assets and Liabilities
SULPHUR HOTEL: Case Summary & 14 Largest Unsecured Creditors

TAYLOR BEAN: BofA Asks Judge to Dismiss $1.75 Billion Ocala Suit
TEE INVESTMENT: Court Approves Alan R. Smith as Bankruptcy Counsel
TECHDYNE, LLC: Case Summary & 7 Largest Unsecured Creditors
TERRESTAR NETWORKS: Bids Due Today; At Least $1.4-Bil. Offer Seen
TOUSA INC: Fulcrum Credit Wins $1.27M In Suit Over Tousa Claims

TRAILER BRIDGE: S&P Cuts CCR to 'CCC' on High Refinancing Risks
TRANSPECOS FOODS: In Chapter 11 Due to Mozzarella Shortage
TRANSWEST RESORT: Taps HREC as Expert Witness on Resort Valuation
TRANSWEST RESORT: Taps Hundley & Company as Interest Rate Experts
TROY DOWNTOWN: Fitch Cuts Rating on Tax Increment Bonds to 'B'

UNIGENE LABORATORIES: To Sell 45% Equity Interest in JV for $1MM
UNIVERSAL BIOENERGY: To Distribute Dividend on a 10 for 1 Basis
URS CORP: S&P Withdraws 'BB+' CCR After Apptis Acquisition
VALLEJO, CA: S&P Revises Outlook on 'C'-Rated COPs to Stable
VEY FINANCE: Can Hire James & Haugland as Bankruptcy Counsel

VILLA BARONE: Case Summary & 7 Largest Unsecured Creditors
VITRO SAB: Noteholders Battle to Make Vitro Filings Public
VITRO SAB: Parent, Lenders Object to Sale of U.S. Unit's Assets
VITRO SAB: Amends Asset Purchase Agreement with American Glass
WATERSCAPE RESORT: Can Hire Troutman Sanders as Bankruptcy Counsel

WATERSCAPE RESORT: Taps Holland & Knight as Special Counsel
WATERSCAPE RESORT: Files Schedules of Assets & Liabilities
WATERSCAPE RESORT: Construction Manager Sues Resort
WORTHINGTON MOORE: Case Summary & 6 Largest Unsecured Creditors
WYNN RESORTS: S&P Hikes Corp. Credit Rating to 'BB+'; Outlook Pos.

YUCCA GROUP: Can Hire Biggs & Co. to Perform Accounting Services

* Damages From Fatal Fistfight are Dischargeable
* Supreme Court to Resolve Family Farmer Tax Issues
* Wells Fargo Can't Foreclose for Lack of Mortgage Note

* Business Bankruptcies Fell 18% in May But Trend Might Not Hold

* McKool Smith Named "Law Firm of the Year" by Lennox Int'l
* Alvarez & Marsal Expands Its Global Forensic & Dispute Services

* Upcoming Meetings, Conferences and Seminars


                            *********


524 HOWARD: Can Assume Property Management Pact with Charles Dunn
-----------------------------------------------------------------
524 Howard LLC sought and obtained permission from Judge Dennis
Montali of the U.S. Bankruptcy Court for the Northern District of
California to assume a master property management agreement it
entered with Charles Dunn Real Estate Services, Inc.

Pursuant to the management agreement, Charles Dunn will manage a
real property located at 524 Howard Street, in San Francisco,
California, an asset of the Debtor's estate.  The property is
leased to American West Parking Services, Inc., which operates a
for pay parking lot on the property.  The rents generated by the
lease are approximately $15,000 per month.  The agreement further
provides that the Debtor will pay Charles Dunn $500 per month for
managing the property.

The Debtor claims that it has no arrears, and it is not in default
under the Agreement.  The Debtor believes that Charles Dunn
supports assumption of the Agreement.

Iain A. MacDonald, Esq., at MacDonald & Associates, in San
Francisco, California, tells the Court that management of the
property is necessary, and assumption of the Agreement is in the
best interests of the Debtor's estate.

                    About 524 Howard, LLC

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Iain A. Macdonald, Esq., and Reno F.R. Fernandez,
Esq., at MacDonald and Associates, in San Francisco, serve as the
Debtor's bankruptcy counsel.

An affiliate, CMR Mortgage Fund, LLC, sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 08-32220) on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed Chapter 11 petitions on March 31, 2009.

524 Howard disclosed $38,859,147 in assets and $29,326,164 in
liabilities as of the Chapter 11 filing.


524 HOWARD: Files Chapter 11 Plan of Reorganization
---------------------------------------------------
524 Howard, LLC, submitted to Judge Dennis Montali of the U.S.
Bankruptcy Court for the Northern District of California a Chapter
11 Plan and accompanying disclosure statement.

The Plan provides that the Debtor will obtain permits and other
entitlements necessary to develop a real property located at 524
Howard Street, in San Francisco, California.  The costs of
obtaining the new entitlements will be funded by cash in the
possession of the Debtors' estate, exit financing or recoveries
from the pending litigation captioned 524 Howard, LLC, et al. v.
Redwood Mortgage Investors VIII, et al., Superior Court of
California.  The Plan provides that the Debtor may obtain exit
financing and advances from its members upon commercially
reasonable terms.

The Plan further provides that the Debtor will sell the California
Property, obtain a refinancing or enter into a joint venture on or
before Jan. 1, 2016.  The Debtor will only obtain a refinancing or
enter into a joint venture if the proceeds are sufficient to pay
all claims in full.  The Debtor will only sell the Property if the
proceeds are sufficient to pay all secured claims in full.  In the
event of a sale, the net proceeds will be used to pay unsecured
claims in full or distributed to unsecured claims pro rata.  If
the Debtor determines that a sale, Refinance or Joint Venture is
not likely, the Debtor will turn over the Property to Howard
Street Property Investors, LLC.

The administrative priority claims of MacDonald & Associates and
Napoleon L. Forte will be paid in full on the Effective Date of
the Plan from cash in the possession of the Debtor.  Payments to
holders of claims for real property taxes will be made from cash
in the possession of the estate, Exit Financing, recoveries from
the Pending Litigation or the funds reserved for the payment of
real property taxes pursuant to the Order on Stipulation for Use
of Cash Collateral.

The Debtor estimates that all claims will be paid in full under
the Plan.  The term of the Plan is five years, unless extended by
order of the Court.

The Plan proposes this treatment of claims and interests:

   Class/                     Proposed               Entitled to
   Subclass   Description     Treatment   Disputed?  Vote?
   --------   -----------     ---------   ---------  -----------
      1A      Secured Claim   Payment in      No         Yes
              of Howard       Full Upon Sale,
              Street Property Refinance or
              Investors, LLC  Joint Venture.

      1B      Secured Claim   Payment in      No         Yes
              of Frontier     Full Upon Sale,
              Ridge Global    Refinance or
              Fund, LP        Joint Venture.

      2       General         Payment in      N/A        Yes
              Unsecured       Full Upon Sale,
              Creditors Pro   Refinance or
              Rata            Joint Venture.

      3       Equity Interest Retention of    No         No
              Holders         Interests.

                              Conditional
                              Upon Payment of
                              All Claims in
                              Full.

A full-text copy of the Disclosure Statement dated May 17, 2011,
is available for free at:

      http://bankrupt.com/misc/524Howard_May17DS.pdf

                    About 524 Howard, LLC

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Iain A. Macdonald, Esq., and Reno F.R. Fernandez,
Esq., at Macdonald and Associates, in San Francisco, serve as the
Debtor's bankruptcy counsel.

An affiliate, CMR Mortgage Fund, LLC, sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 08-32220) on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed Chapter 11 petitions on March 31, 2009.

524 Howard disclosed $38,859,147 in assets and $29,326,164 in
liabilities as of the Chapter 11 filing.


524 HOWARD: No Ruling So Far on Howard Street's Lift Stay Bid
-------------------------------------------------------------
Howard Street Property Investors, LLC, filed a motion asking the
U.S. Bankruptcy Court for the Northern District of California to
lift the automatic stay with respect to 524 Howard, LLC's property
located at 524 Howard Street in San Francisco, California.

A preliminary hearing was held in April.  A hearing was scheduled
in May but 524 Howard sought a postponement of the hearing to June
9.  As of June 14, the Court has not provided a ruling on the
matter.

In its lift stay request, Howard Street alleges that the Debtor's
estate holds no equity in the property, which is subject to liens
totaling $23,245,409.  Howard Street claims that the property is
worth $9,100,000.  The Debtor, on the other hand, contends that
the value of the property is $38,675,000.

The Debtor was having difficulties and delays in obtaining an
appraisal of the property.

The preliminary hearing on the motion, held on April 28, 2011, was
continued to May 19, 2011, in order to give the Debtor time to
obtain an appraisal.

The Debtor proposed to hire Napoleon L. Forte as appraiser.  The
Debtor previously said the appraisal would be ready by June 2.

According to Howard Street, the parties are currently engaged in
settlement negotiations that may render Howard Street's motion for
relief from stay moot.  Indeed, the Debtor asked that Howard
Street stipulate to continue the hearing on the motion but Howard
Street refused to do so.

Given that the forthcoming appraisal is critical to resolving the
motion and will not be completed in time for the hearing, the
Debtor seeks to continue the hearing to June 9, 2011.

                      About 524 Howard, LLC

San Francisco, California-based 524 Howard, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Calif. Case No. 11-30594) on
Feb. 17, 2011.  Iain A. Macdonald, Esq., and Reno F.R. Fernandez,
Esq., at MacDonald and Associates, in San Francisco, serve as the
Debtor's bankruptcy counsel.

An affiliate, CMR Mortgage Fund, LLC, sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 08-32220) on Nov. 18, 2008.
Affiliates CMR Mortgage Fund II, LLC (Bankr. N.D. Calif. Case No.
09-30788) and CMR Mortgage Fund III, LLC (Bankr. N.D. Calif. Case
No. 09-30802) filed Chapter 11 petitions on March 31, 2009.

524 Howard disclosed $38,859,147 in assets and $29,326,164 in
liabilities as of the Chapter 11 filing.


850 NEW BALLWIN: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 850 New Ballwin, LC
        850 New Ballwin Road
        Ballwin, MO 63021

Bankruptcy Case No.: 11-46030

Chapter 11 Petition Date: June 8, 2011

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Michael A. Becker, Esq.
                  WALTRIP & SCHMIDT
                  8151 Clayton Road, Suite 200
                  Clayton, MO 63117
                  Tel: (314) 721-9200
                  Fax: (314) 880-7755
                  E-mail: mab@mabeckerlaw.com

Scheduled Assets: $1,401,494

Scheduled Debts: $1,394,465

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/moeb11-46030.pdf

The petition was signed by Christine Zerjav, president of
Adventure Learning Center Ltd., Debtor's sole member.


AIG BAKER: Can Continue Using WF Cash Collateral Until July 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
entered a third agreed order extending the term of its final order
authorizing AIG Baker Tallahassee, LLC, and AIG Baker Tallahassee
Communities, LLC's limited use of cash collateral through and
including July 15, 2011.

The bankruptcy judge on Jan. 9, 2011, had entered a final order
granting the Debtors access to cash collateral.  The cash
collateral order was extended through March 31, 2011, and then
again through May 31, 2011.

The Debtors are indebted to Wells Fargo Bank, N.A., successor-by-
merger to Wachovia Bank, National Association, pursuant to two
separate mortgage loans dated Feb. 21, 2007, and March 1, 2008,
respectively.  As of the Petition Date, AIG Baker Tallahassee
Communities was indebted to the Wells Fargo in the principal
amount of not less than $41.2 million.

The Debtors' prepetition indebtedness is secured by substantially
all of the Debtors' existing and after acquired real and personal
property assets and the proceeds, rents, products, offspring, and
profits thereof.  Wells Fargo has security interest in, inter
alia, the cash proceeds of the prepetition collateral of the
Debtors.

The Debtors may use cash collateral only in accordance with a
budget.

As adequate protection, Wells Fargo is granted a first priority
security interest in all assets and property of each of the
Debtors and their respective individual estates, now existing or
hereafter acquired, and all proceeds thereof.

As further protection for Wells Fargo's interests as of the
Petition Date in the prepetition collateral: (a) the Debtors will
pay on or before the 10th day of each month, all rents and other
amounts remaining after payment, or retention through accrual, of
the expenses set forth in the budget for the previous month, which
amounts will be applied against the prepetition indebtedness; and
(b) all proceeds of the sale, lease, disposition, or other
realization of the Collateral outside of the ordinary course of
business.

In addition to the foregoing, the Debtors will fully comply with
their obligations and will not breach any material representation
or warranty as set forth in the Prepetition Agreements.

                   About AIG Baker Tallahassee

Birmingham, Alabama-based AIG Baker Tallahassee, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 10-
07353) on Dec. 14, 2010.  Lee R. Benton, Esq., at Benton &
Centeno, LLP, in Birmingham, Ala., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

Affiliate AIG Baker Tallahassee Communities, LLC, filed a separate
Chapter 11 petition (Bankr. N.D. Ala. Case No. 10-07354).  It
estimated its assets and debts at $50 million to $100 million.

The Debtors own and manage two separate real estate projects.  The
real property owned by each Debtor constitutes "single asset real
estate," as defined in Sec. 101(51B) of the Bankruptcy Code.

In their second amended schedules, AIG Baker Tallahassee, LLC,
disclosed $13,584,832 in assets and $48,354,592 in liabilities as
of the Petition Date; and AIG Baker Tallahassee Communities, LLC,
disclosed $11,687,212 in assets and $45,209,141 in liabilities.


AKASH INC: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AKASH, Inc.
        606 E. Central Texas Expressway
        Killeen, TX 76541

Bankruptcy Case No.: 11-52030

Chapter 11 Petition Date: June 7, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Johnny W. Thomas, Esq.
                  JOHNNY W. THOMAS, LAW OFFICE, P.C.
                  St. Paul Square
                  1153 E Commerce St
                  San Antonio, TX 78205
                  Tel: (210) 226-5888
                  E-mail: 1thomas@prodigy.net

Estimated Assets: $0 to $50,000

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/txwb11-52030.pdf

The petition was signed by Sarojben Patel, secretary/vice-
president.


ALABAMA AIRCRAFT: Still Believes Sale Possible
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Alabama Aircraft Industries Inc. canceled an
auction when there weren't any acceptable bids, the company still
believes a going-concern sale will be completed.

According to the report, the Debtor filed a motion for an
extension until Sept. 13 of the exclusive right to propose a
Chapter 11 plan.  The hearing on the exclusivity motion will be
held June 27.

AAI, Mr. Rochelle relates, must survive a June 13 hearing where
Boeing Co. will ask the bankruptcy judge for permission to
terminate the contract where AAI performs scheduled maintenance on
tanker aircraft.  AAI set up the aborted auction after announcing
it had been unable to locate an equity investor.

                     About Alabama Aircraft

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

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

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

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

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


ALLEN FAMILY: Proposes $30-Mil. Sale to Rival Poultry Company
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Allen Family Foods Inc. laid
out plans to sell most of the far-flung business operations it
uses to prepare grocery store-sold chickens--operations that
include its North Carolina hatchery, its giant feed mill and two
chicken processing plants--to a nearby competitor for $30 million.

                        About Allen Family

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.

Allen Family Foods, along with two affiliates, filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on
June 9, 2011.  It estimated assets and liabilities between
$50 million and $100 million in its petition.  Affiliates that
filed separate Chapter 11 petitions are Allen's Hatchery Inc. and
JCR Enterprises Inc.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  BMO Capital Markets is the Debtors'
investment banker. Epiq Systems, Inc., is the claims and notice
agent.


ALLY FINANCIAL: Files Form S-4 for $1-Bil. of Sr. Notes Exchange
----------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a Form S-4 registration statement regarding its offer
to exchange $1,000,000,000 principal amount of outstanding 6.250%
senior guaranteed notes due 2017 for $1,000,000,000 principal
amount of 6.250% senior guaranteed notes due 2017 which have been
registered under the Securities Act.

The exchange offer expires at [     ], New York City time, on
[    ], 2011, unless extended by Ally in its sole discretion.  All
old notes that are validly tendered and not validly withdrawn will
be exchanged.  Tenders of old notes may be withdrawn any time
prior to the expiration of the exchange offer.  The exchange of
the old notes will not be a taxable exchange for U.S. federal
income tax purposes.  The Company will not receive any proceeds
from the exchange offer.

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

                        http://is.gd/SO938c

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

                          *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

As reported by the TCR on May 6, 2011, Standard & Poor's Ratings
Services raised its long-term counterparty credit ratings on both
Ally Financial Inc. (formerly GMAC Inc.) and subsidiary
Residential Capital LLC (ResCap) to 'B+' from 'B'.  The outlook on
both ratings is stable.  "Ally, an automobile- and mortgage-
finance and servicing company, and ResCap, its mortgage
subsidiary, improved their capital, credit quality, earnings, and
liquidity in recent months," said Standard & Poor's credit analyst
Brendan Browne.  They also settled a material portion of their
mortgage repurchase risk and have been profitable.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


ALMADEN ASSOCIATES: Plan Outline Hearing Continued to June 23
-------------------------------------------------------------
The hearing on the disclosure statement for Almaden Associates,
LLC's Chapter 11 Plan of Reorganization has been continued from
May 19, 2011, to June 23, 2011, at 2:30 p.m.

As reported in the Troubled Company Reporter on June 29, 2010,
under the Plan, the Debtor will pay all allowed general unsecured
creditors in full over a period of two years.

Unpaid allowed priority creditors will be paid in full shortly
after confirmation of the Plan.  Allowed administrative
convenience creditors -- unsecured creditors owed $1,000 or less
-- will also be paid a lump sum dividend for the full amount of
their claims shortly after confirmation.

The treatment of secured creditors varies.  As to the different
mortgage holders, Mechanics Bank will be cured as to interest by
Aug. 19, 2010, or allowed to foreclose; thereafter it will be
paid current interest until two years from the effective date of
the Plan, when it will be paid in full.  The notes of other
secured creditors will remain secured by the existing liens, will
be paid on an interest only basis and will be due in full two
years from the effective date of the Plan.

Interest holders will retain their interests.

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

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

                  About Almaden Associates, LLC

Dublin, California-based Almaden Associates, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-
41903) on Feb. 22, 2010.  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.  The Debtor is represented by
Joel K. Belway, Esq., at The Law Office of Joel K. Belway, in San
Francisco, California, as counsel.


ARMTEC HOLDINGS: S&P Cuts Long-Term Corp. Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Guelph, Ont.-based construction industry product
provider Armtec Holdings Ltd. to 'B+' from 'BB-'. At the same
time, Standard & Poor's lowered its senior unsecured debt rating
on the company to 'B-' from 'B'. The recovery rating on the senior
unsecured notes is unchanged at '6', indicating negligible
recovery (0%-10%) in the event of a default.

"At the same time, we placed all the ratings on Armtec on
CreditWatch with negative implications," S&P stated.

"These rating actions follow Armtec's reported weak first-quarter
2011 earnings, as the company's margins and EBITDA continue to be
affected by the run-off of lower-margin construction contracts
entered into during the recession as well as by weather-related
construction delays," said Standard & Poor's credit analyst Arthur
Wong.

Armtec's operating performance and margins remain pressured, as it
continues to be affected by the tail-end of the recession. Many of
the company's current projects were originally booked during the
recession when there was industry overcapacity and greater pricing
pressure, which led to aggressive bids on projects. Based on
Armtec's recent first-quarter 2011 results and commentary on the
second quarter, the company's margins and EBITDA will likely
remain pressured until late 2011, given recent weather-related
delays in the construction industry due to a relatively wet
spring. As a result, Armtec's manufacturing facilities continue to
operate at suboptimal capacity, which in turn further negatively
affects the company's operating performance. Thus, while Armtec's
first-quarter 2011 revenues of C$75 million represented a 4.8%
increase from the previous year, production inefficiencies and the
residual impact of the recession caused the company's gross
margins to decline further to 16.1%, from 22.2% in 2010 and 30.0%
in 2009. The company also recorded a C$4.3 million EBITDA loss for
the quarter.

Because of its weak performance and free cash flows, Armtec has
announced it is suspending its quarterly dividend of about C$11
million, and is now in talks with its senior secured lenders about
amending its covenants. Total adjusted leverage is more than 6x.
For loan covenant purposes, leverage was 5.3x at March 31, 2011,
very close to the senior facility's 5.5x maximum level, which
steps down in late 2011.

Standard & Poor's will resolve the CreditWatch following greater
clarity about Armtec's near-term operating prospects, its ongoing
covenant negotiations, and the impact on the company's liquidity,
which S&P considers weak. "We believe the company has limited
access to its C$175 million revolver for working-capital purposes.
It had C$25 million drawn on the revolver and C$75 million
outstanding under its term loan at March 31, 2011. Armtec has
minimal cash on hand and free cash flows have been inconsistent,
thus revolver availability is critical," S&P added.


ASHLAND: S&P Puts 'BB+' CCR on Watch Neg Pending ISP Transaction
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating and a recovery rating of '3' to Ashland's
proposed $3.65 billion senior secured credit facilities, which
consist of a $750 million 5-year revolving credit facility
(expected to be undrawn at closing), a $1.2 billion 5-year term
loan A, and a $1.7 billion 7-year term loan B. The recovery
ratings on these issues indicate the expectation for meaningful
(50% to 70%) recovery in the event of a payment default.

Standard & Poor's 'BB+' corporate credit rating on Ashland,
existing 'BBB' senior secured debt rating, 'BB' senior unsecured
debt ratings on Ashland's $20 million of notes due 2012 (original
issue amount of $250 million) and $8 million notes due 2013
(original issue amount of $10 million), and 'BB-' subordinated
debt rating remain on CreditWatch with negative implications.

"If the transaction closes as currently structured, we expect to
lower the corporate credit rating to 'BB' from 'BB+'," said
Standard & Poor's credit analyst Cynthia Werneth. The prospective
'BB' corporate credit rating reflects a satisfactory business risk
profile and aggressive financial risk profile.

"The planned acquisition of ISP furthers Ashland's strategy of
expanding its specialty chemical offerings, improving
profitability, and increasing the predictability of operating
results," Ms. Werneth continued. U.S.-based ISP is a leading
manufacturer of functional ingredients for the personal care and
pharmaceutical markets. Its products include emulsifiers,
emollients, and excipients.

The acquisition price of $3.2 billion represents an 8.9x multiple
of ISP's trailing-12-month EBITDA of about $360 million before
expected synergies of $50 million. Ashland expects to finance the
acquisition and about $200 million in estimated transaction costs
using $2.9 billion of committed secured bank financing and $500
million of cash on hand. Management expects the transaction to
close by the end of September subject to customary closing
conditions, including U.S. and European Union regulatory approval.

"We expect to resolve the CreditWatch once it becomes clear
whether the ISP acquisition and related financing will be
completed as currently structured," Ms. Werneth said.


AXION INTERNATIONAL: Inks Employment Pact with CFO Fallon
---------------------------------------------------------
Axion International Holdings, Inc., entered into an employment
agreement with Donald Fallon, the chief financial officer and
treasurer of Axion International Holdings, Inc., and terminated
the consulting agreement which was effective from Nov. 11, 2010.

Mr. Fallon has served as a consultant providing chief financial
officer services to emerging high tech and non-profit
organizations since November 2006.  Since December 2003 until
October 2006, Mr. Fallon held the positions of Senior Vice
President, Chief Financial Officer and Co-founder of Ceptor
Corporation, an OTCBB-listed development-stage biopharmaceutical
company engaged in the research and development of therapeutic
products with a focus on orphan diseases.  Mr. Fallon has over 30
years of broad senior-level financial and accounting management
experience, having served as Chief Financial Officers at both
publicly and privately held companies.

Pursuant to the terms of his employment agreement with the
Company, Mr. Fallon will receive a base salary of $175,000 per
annum.  In addition, the Company has agreed to grant options to
purchase up to 500,000 shares of the Company's Common Stock.

In the event, following a Change of Control, Mr. Fallon's
employment with the Company is terminated by the Company for any
reason other than (a) for "cause", (b) due to his death or (c) due
to a Permanent Disability, he will be entitled to (x) receive
severance in the amount of his then current Base Salary, payable
in a lump sum payment, plus, (y) if such termination occurs prior
to the first anniversary date of Start Date, immediate vesting of
the 125,000 Options which would have otherwise vested on such
first anniversary date.  In the event that his employment with the
Company is terminated as a result of his Permanent Disability or
death, he or his estate will be entitled to receive an amount
equal to 50% of Mr. Fallon's then current Base Salary.

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

As reported by the TCR on May 6, 2011, RBSM LLP, in New York,
expressed substantial doubt about Axion International's ability to
continue as a going concern, following its audit of the Company's
balance sheet as of Dec. 31, 2010, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the three month period ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses in the current year and also in the
past.

The Company's balance sheet at March 31, 2011, showed $1.85
million in total assets, $1.57 million in total liabilities, $1.09
million in 10% convertible preferred stock, and a $811,098 total
stockholders' deficit.


BARNES BAY: Settlement to Double Creditors' Recovery
----------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Barnes Bay Development Ltd. and secured lender
Starwood Capital Group have reached a deal with creditors that
will ease the exit from bankruptcy of the Viceroy Anguilla Resort
and Residences.

According to DBR, Edward Weisfelner, Esq., at Brown Rudnick LLP,
attorney for the official committee of unsecured creditors in
Barnes Bay's case, said the settlement doubles the expected
recovery for the bulk of Barnes Bay's creditors.

Barnes Bay filed for bankruptcy to implement a debt-for-equity
swap with Starwood.  The original plan would have paid deposit
creditors about 7 cents on the dollar.

DBR reports Mr. Weisfelner said in an interview Tuesday that the
minimum cash recovery is 15 cents on the dollar for deposit
creditors under the revised Chapter 11 plan.  DBR also says some
deposit creditors are entitled to get as much as 25 cents or 50
cents on the dollar in cash under the plan, depending on whether
their original contracts with Barnes Bay included absolute closing
deadlines or whether they had taken action against the company in
the Anguillan courts.

Barnes Bay's creditors are people and investment vehicles that
signed up to buy the luxury vacation properties, only to find the
company was unable to close due to development troubles.  They
have been fighting to recoup an estimated $50 million worth of
deposits.

DBR notes the Viceroy Anguilla resort is still going up for public
auction in July, but Mr. Weisfelner said it isn't "realistic" to
expect anyone to try to compete with Starwood.

DBR recounts Starwood acquired the secured debt from Citigroup,
paying from $117 million to $122 million for the project loan.
DBR notes Starwood is entitled to "credit bid" the full face
amount of the loan, $327.5 million.

The Viceroy Anguilla cost more than $500 million to build, court
papers say.

                        About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011.  The Debtor disclosed $3,331,282 in
assets and $481,840,435 in liabilities as of the Chapter 11
filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The Debtors' Chapter 11 plan is intended to facilitate the sale of
the Viceroy Anguilla Resort and Residences.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  C.R. Hodge & Associates
is the Committee's foreign counsel.  FTI Consulting, Inc.,
serves as the Committee's financial advisors.


BERNARD L MADOFF: Chaitman Says Suits Belong in District Court
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that papers presented to U.S. District Judge Jed Rakoff
this month contend that lawsuits wherein the trustee for Bernard
L. Madoff Investment Securities Inc. is trying to recover
fictitious profits from customers belong in U.S. District Court,
not in bankruptcy court.  Saying she represents 313 customers
being sued in 108 lawsuits, New York lawyer Helen Davis Chaitman
contends the suits must be in district court because the claims
brought by the trustee violate U.S. securities laws as well as the
U.S. Constitution.

According to the report, Ms. Chaitman sees a collision between
bankruptcy law and securities law because account statements
showed the customers as being entitled to take the profits that
were paid out before the Madoff fraud surfaced.  The district
court should decide, Ms. Chaitman says, that the presumptive
validity given customer account statements under federal
securities laws and regulations bars the trustee from suing to
recover fictitious profits.

Mr. Rochelle notes Ms. Chaitman's papers don't discuss a Ponzi
scheme case last year in U.S. District Court in New York called
Bayou Group LLC, where the court upheld a trustee's right to
recover fictitious profits.

The report relates that the motion to remove the Madoff suit from
bankruptcy court contends the U.S. Constitution is being violated
because the trustee is a quasi-governmental official whose
compensation is enhanced by recoveries made in lawsuits.

The Madoff trustee contends in his suits that customers received
fraudulent transfers when they took more cash out of their
accounts than they put in. The trustee refers to the excess as
fictitious profits because Mr. Madoff never actually purchased the
securities shown on customers' accounts.

Mr. Rochelle notes that Fred Wilpon already has a motion pending
before Judge Rakoff to transfer the Madoff suits to district court
where claims include those for fictitious profits.  Mr. Wilpon's
co-defendants include Sterling Equities Inc., the owners of the
New York Mets baseball club, and Mr. Wilpon's friends, family and
associates.  Mr. Wilpon's pitch to take the case away from
bankruptcy court will be argued before Judge Rakoff July 1.  The
trustee will file papers against the attempt on June 17.
Mr. Wilpon's motion includes grounds for withdrawal broader than
those asserted by Ms. Chaitman.

                      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.


BLUEKNIGHT ENERGY: Gets Preliminary OK on SemGroup Settlement
-------------------------------------------------------------
Blueknight Energy Partners, L.P., previously entered into a
stipulation of settlement to settle the consolidated securities
class action litigation, In Re: SemGroup Energy Partners, L.P.
Securities Litigation, Case No. 08-MD-1989-GKF-FHM, pending in the
U.S. District Court for the Northern District of Oklahoma.

On June 9, 2011, the district court entered an order preliminarily
approving, subject to further consideration at a settlement
hearing, the proposed settlement pursuant to the Stipulation
involving, among other things, a dismissal of the Class Action
Litigation with prejudice.  The settlement hearing is currently
scheduled for Oct. 5, 2011, at 9:30 a.m. to determine whether the
terms and conditions of the settlement provided for in the
Stipulation are fair, reasonable, adequate and in the best
interests of the class and to consider whether to enter a final
judgment approving the settlement in its entirety.

A full-text copy of the order preliminarily approving the
settlement is available for free at http://is.gd/Uh80Dx

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company reported a net loss of $23.79 million on
$152.62 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.50 million on $156.77 million of
total revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $323.49
million in total assets, $358.56 million in total liabilities and
a $35.06 million total partners' deficit.


BOUNDARY BAY: Asks for Court OK to Issue $840,000 in Notes
----------------------------------------------------------
Boundary Bay Capital, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for authorization to incur debt
through the sale and issuance of secured promissory notes pursuant
to 11 U.S.C. Section 364(d).

Before the Petition Date, the Debtor authorized the sale and
issuance of up to $1,000,000 of Notes through its 8% Security
Purchase Agreement.  The maximum total amount of Notes that may be
issued under the Agreement is $1,000,000, and the current
(prepetition) balance of the Note is $160,000, so the total amount
of postpetition borrowing would be in the maximum amount of
$840,000.  The Notes are secured by liens on notes which are, in
turn, secured by first-position liens on certain real property in
Las Vegas, Nevada, worth approximately $14 million.  There are no
other liens on the 1st LV Notes.

The proceeds of the Notes will be used to pay the property taxes
described below and to fund the Debtor's bankruptcy case and plan.

The holders of the $160,00 balance of the Notes are: Echo Bay
Partners ($15,000), Smith Family Revocable Living Trust ($70,000),
Jerry Smith ($25,000), and Dr. Anton Hasso ($50,000).

The Debtor also seeks authorization to pay $23,000 in property
taxes related to the LV Property pursuant to 11 U.S.C. Section
363.  The owner of the LV Property has defaulted on the property
taxes and the Clark Country Treasurer has noticed its intent to
deed the LV Property to the Clark Country Treasurer on June 1,
2011, and thereafter sell the LV Property at public auction.

The Debtor relates that the payment of the property taxes is
justified because, if the taxes are not paid and the LV Property
is lost to foreclosure, there will be no collateral for the LV
Notes and, therefore, the value of one of the Debtor's primary
assets would be eliminated.

The borrowing will be on the same terms as the prepetition
Agreement and Notes including the Debtor conveying to the borrower
a security interest in the 1st LV Notes; paying the total amount
due under the Note in one installment three years from the date of
the Note, plus simple interest at a rate of 8% p.a.  Any payment
will be deemed timely mad if received by the Note holder within
fifteen calendar days of the due date.  The Note may be prepaid at
any time.

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

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

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

In its new schedules, the Debtor disclosed $15,876,118 in assets
and $54,448,485 in liabilities.


BOUNDARY BAY: Agrees to Lift Stay to Prosecute Heritage Actions
---------------------------------------------------------------
Boundary Bay Capital, LLC, and California Bank and Trust ask the
U.S. Bankruptcy Court for the Central District of California to
approve a stipulation lifting the automatic stay to allow a state
court to rule on demurrers filed in the actions against Heritage-
Orcas Partners LP, Heritage Orcas VL Partners LP, and Cartwright
Properties, LLC.

CBT is assignee from the Federal Deposit Insurance Corporation, as
receiver for Alliance Bank.  In June 2008, the Heritage Entities
executed a promissory note with Alliance Bank to borrow
$10,484,274.  The Note is secured by, among other things, deeds of
trust against two real properties located in Orange County,
California.  In February 2009, Alliance Bank was seized and closed
by the FDIC and placed into receivership.  FDIC sold and assigned
some of the assets of the Original Lender including the documents
evidencing the Loan to CBT.

In 2010, CBT filed the complaints in the Orange County Superior
Court against the Debtor and the Heritage Entities.

The parties agree that the automatic stay does not apply to the
complaints and that lifting the automatic stay will save the time
and resources of the parties.

                        About Boundary Bay

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

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

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


BPP TEXAS: Citizens Bank Asks Court to Dismiss or Convert Cases
---------------------------------------------------------------
Given the terms of the Liquidating Plan filed by BPP Texas, LLC,
et al.. and "the even-more clear futility of these cases,"
secured creditor Citizens Bank of Pennsylvania asks the U.S.
Bankruptcy Court for the Eastern District of Texas to dismiss or
convert the Debtors' cases with conditional payment in full to
general creditors pursuant to Sections 105(a), 305(a) and 1112(b)
of the Bankruptcy Code and Rules 1017(f) and 9014 of the Federal
Rules of Bankruptcy Procedure.

Citizens Bank, the holder of about 98% of all claims in the
Debtors' cases, commits that, if the proposed order dismissing or
converting the Debtors' cases is entered on or before July 29,
2011, it will subordinate its own $72,000,000 claim secured by all
assets of each estate to the full payment of all "valid third
party claims", and will cause full payment to be made on account
of all valid third party claims from its cash collateral on hand,
from the future cash flow of the Properties, and from the proceeds
of the Property sales.

The full payment would be made before Citizens receives anything
from the Debtors or from the Properties, even including debt
service.  "This resolution would provide a faster, more certain
and cheaper resolution of these matters and also ensure that
deserving parties receive full payment (as opposed to a chance at
partial payment if the Debtors' Liquidating Plan is confirmed, or
perhaps no payment at all if the Liquidating Plan is defeated and
Citizens is granted relief from stay to foreclose)," Citizens
averred.

The Third Party claims refer to, based upon the Debtors'
schedules, approximately $1,919,000 (in the aggregate) of non-
insider prepetition claims against one or more of the Debtors'
estates held by claimants that have not previously agreed in
writing to subordinate those claims to those held by Citizens.

Citizens financed the Debtors' purchase of the Properties in
February 2008 by providing a $66 million non-revolving credit
facility to enable the six debtors to acquire 22 Properties (the
"Loan").  Together with accrued interest, fees and interest rate
swap charges, the balance of the Loan as of the Petition Date was
about $72 million.  A proceeding is pending before the Court (A.P.
No. 11-04070) to determine the exact amount of the Loan and to
resolve the Debtors' allegation that Citizens orally waived the
payment of interest and similar counterclaims and defenses.

On May 15, 2011, the Debtors filed their Joint Consolidated Plan
of Reorganization (the "Liquidating Plan") [D.I. 183] and
Disclosure Statement in Support of Debtors' Joint Consolidation
Plan of Reorganization (the "Disclosure Statement") [D.I. 184].

The Liquidating Plan, as analyzed by Citizens, provides:

  -- the liquidation over time of all 22 Properties and any other
     assets of the Debtors' estates, but without any actual
     requirement that any Property sales be effectuated for 48
     months;

  -- the payment of all net sales proceeds to pay as much as
     possible of Citizens' secured claim, but again without any
     requirement of principal repayment for 48 months;

  -- the hope that, over time, Property values increase to enable
     the Debtors to make payments on unsecured claims, but without
     any protection for the obvious inverse possibility -- that
     values decrease;

  -- the separate classification of Citizens' deficiency claim
     from other general unsecured claims, and the proposed payment
     on the Effective Date of 50 cents on the dollar on all
     general unsecured claims other than those held by Citizens,
     but the payment of nothing to Citizens on its general
     unsecured claim for as long as 48 months (and even then only
     if by good fortune Property values have increased
     sufficiently to allow some payment to be made);

  -- the retention of all equity interests in the Debtors by the
     Fine Family, notwithstanding the virtual certainty that
     general unsecured creditors will not be paid in full, and
     without any market test or other mechanism to even feign
     compliance with the absolute priority rule;

  -- the effective substantive consolidation of the Debtors and
     their estates, without legal basis;

  -- the payment of claims contractually subordinated to Citizens'
     claim prior to the payment of Citizens' claims, in violation
     of 11 U.S.C. Sect. 510(a); and

  -- most strikingly, the requirement that this Court eliminate
     the benefits enjoyed today by Citizens against its two non-
     debtor Guarantors (controlled by the Fine Family) by
     requiring anything that Citizens ever recovers from those
     Guarantors to be applied as mandatory pay-downs on principal
     obligations of Citizens' secured claim rather than the
     interest and other amounts outstanding to which those
     guaranties apply; in other words, for every dollar of
     recovery from the Guarantors, the Debtors would require this
     Court to rule that Citizens would lose an equal dollar of
     Collateral proceeds.

Citizens says it will vigorously oppose confirmation of the
Liquidating Plan.

Citizens presents the following factual and legal bases in support
of its motion.

1. The Liquidating Plan is patently not confirmable, and therefore
   there exists statutory cause for the dismissal or conversion of
   the Debtors' cases.

2. There is an inability to effectuate a plan.

3. The full payment to the holders of all Valid Third Party Claims
   as contemplated by Citizens' motion is in the best interest of
   the Debtors' estates and creditors.

4. The Debtors' Properties have an aggregate value of at least
   $20 million to $25 million or so less than the balance of
   Citizens' senior secured Loan, leaving no equity in any estate
   assets for any other party.

5. The Debtors would like to hang on as long as possible under
   the Court's protection in the hope that values appreciate
   enough to decrease the shortfall (or even to somehow
   eviscerate the insider guaranties altogether), all the
   while with the lender bearing the sole risk of decline in
   value or other loss.  If not for the insider guaranties, the
   Debtors would have surrendered the keys a year or more ago,
   and all 22 hotels would have been by now transferred to new
   owners and be productively deployed.  Here, however, the Fine
   Family has something in the range of $16 million to
   $25 million of assets promised as recourse for the Loan, and
   the Fine Family would hope that the cases and the antecedent
   delays would allow some relief as to that recourse.

6. The cases are futile, and Citizens has met its burden of proof
   that the Debtors' Cases should be dismissed or converted under
   section 1112(b) of the Bankruptcy Code due to the inability to
   effectuate a plan of reorganization.

                         About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  BPP Texas estimated its assets at $1 million to
$10 million and debts at $50 million to $100 million.  In its
schedules, BPP Texas disclosed $3,731,144 in assets and
$65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BPP TEXAS: Citizens Okayed Cash Collateral Access Until July 29
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
approved a stipulation between BPP Texas, LLC, et al., and
Citizens Bank of Pennsylvania extending the Debtors' usage of cash
collateral from May 31, 2011, through July 29, 2011.

The Debtors' usage of cash collateral during the extended period
will be subject to: (i) the amounts listed on the new budget for
June and July, 2011, which new budget is on a cash basis; and (ii)
the amounts representing budgeted liabilities to be accrued in
June and July, 2011, but to be paid outside the extended period.

Each and every provision, protection, and requirement of the Final
Order dated Feb. 15, 2011, will continue during the extended
period, including all replacement liens, claims, and other rights
granted to Citizens thereunder, and further including all
reporting requirements imposed on the Debtors under the Final
Order.

A copy of the Stipulation and Agreed Order is available at:

    http://bankrupt.com/misc/bpp.stipulationandagreedorder.pdf

                         About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Joseph J. Wielebinski, Esq., at
Munsch Hardt Kopf & Harr, P.C., in Dallas, serve as the Debtors'
bankruptcy counsel.  BPP Texas estimated its assets at $1 million
to $10 million and debts at $50 million to $100 million.  In its
schedules, BPP Texas disclosed $3,731,144 in assets and
$65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


BR BROOKFIELD COMMONS: Files for Chapter 11 in Milwaukee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that B.R. Brookfield Commons No. LLC, owner of the Shoppes
at Brookfield Commons in Brookfield, Wisconsin, filed under
Chapter 11 (Bankr. E.D. Wis. Case No. 11-29334) on June 10 in
Milwaukee, listing assets of $9.1 million and liabilities totaling
$11.7 million.  The project owes $11.4 million on two mortgages.
The owners blamed the filing on the loss of tenants and the
inability to negotiate lower interest charges from the lenders.
The project is valued at $8.85 million, court papers say.


BRONX PARKING: Yankee Stadium Parking Bonds Could Default in 2012
-----------------------------------------------------------------
With debt on new Yankee Stadium parking facilities facing payment
default next year, several hedge funds are buying up the bonds,
Bloomberg News reported, citing two people familiar with the
purchases.  The bonds were issued by Bronx Parking Development Co.
to build three garages, renovate two others and refurbish six lots
near the new stadium in the Bronx.


CALVARY BAPTIST: Plan Proposes to Pay SunTrust Within 3 Years
-------------------------------------------------------------
On June 10, 2011, Calvary Baptist Temple filed with the U.S.
Bankruptcy Court for the Southern District of Georgia a First
Amendment to its Chapter 11 Plan filed Feb. 16, 2011.

The amendment to the Plan changes the language as to Class 3 -
Series 2007 - II Bondholders, Class 4 - SunTrust Bank, Class 5 -
General Unsecured Claims, and Article III [Provision for
Acceptance or Rejection of Executory Contracts]:

The allowed claims of Series 2007-II Bondholders under Class 3
will be satisfied pursuant to the terms of the Settlement
Agreement and Release (relating to the real estate on Veterans
Parkway) which was approved by the Bankruptcy Court, by Consent
Order entered on Jan. 18, 2011.

Should the Series II Bondholders fail to acquire an interest in
some or all of the 16 acres (of the 214.1 acres pledged to
Columbus Nova) reserved for their benefit in said Agreement,
either directly or indirectly, between now and the initial due
date of Debtor's loan from SunTrust Bank pursuant to the terms of
the Plan, then Debtor will exercise its best efforts to satisfy
the principal amount of the claims owing to the members of this
Class at the time of the refinance of the Class 4 secured debt to
SunTrust Bank.  In the event the financial burden is found to be
too great, or Debtor cannot further encumber its assets, then,
once the first lien debt over the Church's property is satisfied,
the Debtor will, within 6 months of the first lien satisfaction,
utilize its best efforts to satisfy the principal amounts of the
claims owing to the members of this Class over a period of not
less than 15 years in quarterly or semi-annually payments with
interest at 2% from the date of commencement of payments.

The Allowed secured claim of SunTrust Bank under Class 4 in the
principal amount of $3,558,737.94 (secured by Debtor's real
property located at 4625 Waters Avenue, in Savannah, Georgia),
plus accrued interest, attorney's fees and other costs, will be
satisfied in full as follows:

A single monthly payment will be made to SunTrust in accordance
with the following schedule.

First Year:  Interest only at Wall Street Prime plus 2% with 7.25%
             ceiling paid monthly by ACH draft from a designated
             account.

Second Year: $5,000 principal reduction per month plus interest at
             Wall Street Prime plus 2% with 7.25% ceiling paid
             monthly by ACH draft from a designated account.

Third year:  $10,000.00 principal reduction per month plus
             interest at Wall Street Prime plus 2% with 7.25%
             ceiling paid monthly by ACH draft from a designated
             account.

Provided that Debtor is not in default on any of its obligations
to SunTrust then within 120 days before the end of the said
payment term, SunTrust will commence negotiations in good faith on
terms of a renewal.

In addition to the payments of the consolidated notes, Calvary
reaffirms and assumes its obligations under the following SunTrust
documents:

a. That certain Letter of Credit Agreement dated Nov. 1, 2006, and
   that certain Irrevocable Letter of Credit No F849190 issued in
   favor of U.S. Bank National Association, as Trustee, and

b. That certain ISDA Master Swap Agreement and Schedule dated
   April 13, 2006, and April 18, 2006, executed by the Debtor in
   favor of SunTrust Bank in the principal amount of $6,100,000 as
   of the filing date.

c. Pursuant to Article III of this Plan, any and all obligations
   of Debtor that exist under or that are related to that certain
   Bond Purchase Agreement dated Nov. 1, 2006, between Savannah
   Economic Development Authority and Calvary Baptist Temple; that
   certain Loan Agreement dated Nov. 1, 2006, between Savannah
   Economic Development Authority and Calvary Baptist Temple; that
   certain Letter of Credit Agreement dated Nov. 1, 2006, between
   Calvary Baptist Temple and SunTrust Bank, and that certain
   Remarketing Agreement dated Nov. 1, 2006, between Calvary
   Baptist Temple and SunTrust Capital Markets, Inc., all relating
   to a $6,500,000 Savannah Economic Development Authority Revenue
   Bond issuance (Calvary Day School Project) Series 2006 will be
   and are expressly assumed and will not be affected in any way
   by any language to the contrary in the Plan.

All other general unsecured claims under Class 5 will be paid in
full on or before 12 months from the effective date with interest
from the effective date at a rate of 3% simple.

A copy of the First Amendment to Debtor's Chapter 11 Plan is
available at:

  http://bankrupt.com/misc/calvarybaptist.1stamendmenttoplan.pdf

As reported in the TCR on April 4, 2011, Calvary Baptist Temple
submitted a Chapter 11 plan and the accompanying disclosure
statement on Feb. 16, 2011.

Pursuant to the Disclosure Statement, the Debtor has $43,021,534
total assets.  Claims filed against the Debtor total $22,098,611.

A copy of the Disclosure Statement is available for free at:

          http://bankrupt.com/misc/CLVRYBPTST_DS0401.pdf

Headquartered in Savannah, Georgia, Calvary Baptist Temple owns
and operates a Baptist church on Waters Avenue in Savannah,
Chatham County, Georgia.  The Debtor filed for Chapter 11
bankruptcy protection (Bankr. S.D. Ga. Case No. 10-40754) on
April 6, 2010.  C. James McCallar, Jr., Esq., and Tiffany E.
Caron, Esq., at McCallar Law Firm, in Savannah, Ga., represent the
Debtor as counsel.  In its schedules, the Debtor disclosed
$45,831,534 in assets and $19,894,823 in debts as of the Petition
Date.


CAMBRIDGE RENTAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cambridge Rental Properties, LLC
        3117 Independence Street, Suite F
        Metairie, LA 70006

Bankruptcy Case No.: 11-11822

Chapter 11 Petition Date: June 7, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Eric J. Derbes, Esq.
                  THE DERBES LAW FIRM, LLC
                  3027 Ridgelake Avenue
                  Post Office Box 8176
                  Metairie, LA 70011-8176
                  Tel: (504) 837-1230
                  Fax: (504) 837-2214
                  E-mail: ederbes@derbeslaw.com

Scheduled Assets: $1,574,003

Scheduled Debts: $603,973

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/laeb11-11822.pdf

The petition was signed by Victoria Lee, member.


CAPSTONE INFRASTRUCTURE: S&P Gives 'BB' Preferred Share Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' long-term
corporate credit rating, and stable outlook, to Toronto-based
Capstone Infrastructure Corp. At the same time, Standard & Poor's
assigned its 'BB' global scale and 'P-3' Canada scale ratings to
the company's C$75 million preferred shares.

"The ratings on Capstone reflects what we view as the company's
stable revenue and cash flows from long-term power purchase
agreements with provincial government agencies and investment-
grade offtakers, as well as the track record of sustained high
availability and operating performance of its generation assets,"
said Standard & Poor's credit analyst Greg Pau. "We believe that
offsetting these strengths are modest asset and geographic
diversity, medium-term recontracting risks for two of its material
generating facilities, and our expectation that the company would
increase its debt level in executing its growth strategy," Mr. Pau
added.

Capstone operates a portfolio of seven electricity generating
facilities in Canada with total installed net capacity of 316
megawatts (MW), generated 2.06 terawatt-hour (TWh) of electricity
in 2010, and owns the 20 MW Amherstburg Solar Park (ASP) currently
under construction and scheduled for completion in June 2011. In
addition, the company acquired a 33% equity interest in
Varmevarden (a company that owns and operates a portfolio of 11
district heating businesses located in Sweden) in March 2011.

"The stable outlook reflects our view that Capstone would benefit
in the medium term from contracted revenue and insulation from
electricity demand and price risks provided by power purchase
agreements with investment-grade offtakers. We also expect the
company to focus its growth strategy on assets with cash-flow
predictability supported by either favorable contracts or
regulation. We could consider lowering the rating if Capstone's
overall cash flow quality materially weakens, which could come
from major operational disruptions in its generation facilities or
acquisition of assets with materially higher cash flow
variability. The rating could also face pressure if Capstone's
cash-flow coverage measures weaken materially, with adjusted FFO
to debt falling below 20% or adjusted FFO interest coverage
falling below 3.2x, both on a partially consolidated basis in
accordance with our criteria for project developers. This could
happen if Capstone increases its reliance on debt financing to
support its growth initiatives or its distribution. In the long
term, failure to renew expiring PPAs or replace them with
acquisitions of other contracted assets could also pressure the
rating on Capstone. We believe that a rating uplift is unlikely in
the near-to-medium term. The company's success in recontracting
the expiring PPAs in substantially similar terms and the
improvement in its financial risk profile from its adoption of a
more conservative leverage policy could support a higher rating,"
S&P elaborated.


CAR WASH: Files Schedules of Assets & Liabilities
-------------------------------------------------
Car Wash Resources, L.P., filed with the U.S. Bankruptcy Court for
the Eastern District of Texas, its schedules of assets and
liabilities, disclosing:

Name of Schedule              Assets           Liabilities
----------------              ------           -----------
A. Real Property            $3,900,000
B. Personal Property          $947,900
C. Property Claimed as
   Exempt
D. Creditors Holding                            $3,350,000
   Secured Claims
E. Creditors Holding                              $111,500
   Unsecured Priority
   Claims
F. Creditors Holding                            $2,238,000
   Unsecured Non-priority
   Claims
                            ----------          ----------
              TOTAL         $4,847,900          $5,699,500

Dallas, Texas-based Car Wash Resources, L.P., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Texas, Case No. 11-40623) on
Feb. 28, 2011.  James Bo Brown, Esq., of JBB Law Group, in
Bedford, Texas, serves as the Debtor's bankruptcy counsel.


CAREMORE HEALTH: Moody's Reviews Ba3 IFS Rating for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed the Ba3 insurance financial
strength rating of CareMore Health Plan under review for possible
upgrade following the announcement by WellPoint, Inc.; NYSE: WLP,
A1 for IFS, stable outlook) that it had entered into an agreement
to acquire CareMore Health Group. The B2 rating on Caremore's
senior secured credit facility and Caremore's B2 corporate family
rating remain unchanged, with a stable outlook.

RATINGS RATIONALE

The transaction, which is subject to regulatory approval, is
expected to close by the end of 2011. It is anticipated that the
CareMore's outstanding bank term loan will be paid off in full by
CareMore at the close of the transaction. Upon repayment of the
loan, Moody's will withdraw the B2 corporate family rating and B2
senior secured debt rating at CareMore Holdings, Inc.

Moody's stated that its review will focus on assessing WellPoint's
level of support for CareMore Health Plan as well as its
integration plans, as well as its ability to maintain membership
and CareMore's unique care management approach.

With projected annual revenues of approximately $800 million, the
rating agency commented that CareMore is not expected to have an
appreciable impact on WellPoint's financials; however, this is the
type of expansion Moody's expects to see in the U.S. healthcare
insurance sector as a result of healthcare reform. According to
Moody's senior vice president, Stephen Zaharuk, "As health
insurers assess the impact the healthcare reform law will have on
their businesses, Moody's expects them to seek expansion and
diversification opportunities. CareMore's healthcare management
model, including 26 care center clinics staffed with various
physicians, nurse practitioners and case managers provides such an
opportunity for WellPoint."

The principal methodology used in rating Caremore was Moody's
Rating Methodology for U.S. Health Insurance Companies, published
in May 2011.

CareMore Holdings, Inc., headquartered in Cerritos, CA is a
privately-owned healthcare provider serving Medicare beneficiaries
in California, Nevada, and Arizona through Medicare Advantage
products. For the first three months of 2011, the company reported
total revenues of approximately $200 million. Shareholders' equity
as of March 31, 2011 was approximately $212 million and medical
membership totaled approximately 54,000 members.

WellPoint, Inc., domiciled in Indiana, offers various group and
individual medical products, including indemnity, preferred
provider organization (PPO), point of service (POS) and health
maintenance organization (HMO) plans. The company reported total
revenues of approximately $14.9 billion for the first three months
of 2011. As of March 31, 2011 shareholders' equity was
approximately $24 billion and medical membership (excluding
BlueCard and Medicare Part D members) was approximately 29.3
million.

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


CARIBBEAN PETROLEUM: Liquidation Plan Declared Effective
--------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware declared the Fourth Amended Joint Plan of Liquidation for
Caribbean Petroleum Corp. and its debtor affiliates effective on
June 3, 2011.

On May 9, 2011, Judge Gross confirmed the Plan, after determining
that the Plan meets all the requirements of Section 1129(a) of the
Bankruptcy Code.

The Plan was proposed by the Debtors, the Official Committee of
Unsecured Creditors and Banco Popular de Puerto Rico.

The Plan incorporates a settlement with BPPR, whereby the BPPR
Secured Claims will be deemed allowed as undisputed, noncontingent
and liquidated Secured Claim in the aggregate principal amount of
$137,671,348 plus prepetition professional fees and expenses.

The Plan will also implement the FirstBank Settlement for the
allowance of FirstBank Puerto Rico's Secured Claims in the
aggregate principal amount of $11,584,809 plus prepetition
expenses and interest accrued through the effective date of the
Plan.

The Plan provides this classification of claims and equity
interests:

   Class    Designation       Impairment      Voting Rights
   -----    -----------       ----------      -------------
     1      Priority Non-Tax  Not Impaired    Presumed to Accept
            Claims

     2      FirstBank Secured Impaired        Entitled to Vote
            Claims

     3      BPPR Secured      Impaired        Entitled to Vote
            Claims

     4      Other Secured     Impaired        Entitled to Vote
            Claims

     5      General Unsecured Impaired        Entitled to Vote
            Claims

     6      Intercompany      Impaired        Deemed to Reject
            Claims

     7      Subordinated      Impaired        Deemed to Reject
            Claims

     8      Equity Interests  Impaired        Deemed to Reject

A full-text copy of the Plan as blacklined is available for free
at: http://bankrupt.com/misc/CARIBBEANPETROLEUM_4thAmPlan.pdf

On the effective date of the Plan, the Debtors will pay to BPPR
Cash in an amount not less than $35,693,111, plus additional
amounts as BPPR may be entitled to receive under the Plan or the
Final DIP Order as agreed to by the Plan Proponents or ordered by
the Court.  However, in the event that the Effective Date is to
occur before receipt of the Chartis Administrative Expense Funds,
BPPR may in its sole and absolute discretion elect on or prior to
the Effective Date to direct the Debtors and Liquidation Trustee
to defer payment of up to $3.9 million of the DIP Financing Claims
until after the Chartis Administrative Expense Funds are received
or used to pay Administrative Expense Claims.

The bankruptcy judge also allowed Claim No. 1574 filed by Centro
de Recaudacion de Ingresos Muncipales.  The claims asserted by the
Department of Treasury of the Commonwealth of Puerto Rico that are
fixed and allowed as administrative expense claims, priority tax
claims, or other secured claims will be paid in full.

The order also set forth the resolution of objections to
confirmation of the Plan.

A full-text copy of the confirmation order is available for free
at: http://bankrupt.com/misc/CARIBBEANPETROLEUM_ConfOrder.pdf

                     Effective Date Deadlines

Pursuant to the Effective Date Notice, professionals retained in
the Debtors' Chapter 11 cases must file their applications for
final allowance of fees and expenses on or before July 5, 2011.
Objections to any final fee application must be filed on or before
July 18, 2011.

The bankruptcy judge will consider approval of the final fee
applications on Aug. 10, 2011.

In addition, all requests for allowance of Administrative Expense
Claims that accrue from January 1, 2011 through the Effective Date
must be filed with Kurtzman Carson Consultants, LLC, the Debtors'
claims agent and served on the Liquidation Trustee on or before
July 5, 2011.

All proofs of claim arising from the rejection of executory
contracts and unexpired leases pursuant to the Plan must be filed
on or before July 5, 2011.

                     About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq, of Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

This is Caribbean Petroleum's second stint in Chapter 11.


CARIBBEAN PETROLEUM: Obtains Approval of VB Investment Settlement
-----------------------------------------------------------------
Caribbean Petroleum Corporation and its debtor affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware of a settlement agreement among the Debtors,
the Official Committee of Unsecured Creditors and VB Investment,
Inc.

Under the Fourth Amended Joint Plan of Liquidation, the Puerto
Rico Litigation is assigned to the Liquidation Trustee for the
benefit of general unsecured creditors and can be compromised by
the Committee and the Debtors as set forth in the Settlement
Agreement.

                     About Caribbean Petroleum

San Juan, Puerto Rico-based Caribbean Petroleum Corporation, aka
CAPECO, owns and operates certain facilities in Bayomon, Puerto
Rico for the import, offloading, storage and distribution of
petroleum products.  Caribbean Petroleum sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12553) on Aug. 12, 2010,
nearly 10 months after a massive explosion at its major Puerto
Rican fuel storage depot virtually shut down the company's
operations.  The Debtor estimated assets of US$100 million to
US$500 million and debts of US$500 million to US$1 billion as of
the Petition Date.

Affiliates Caribbean Petroleum Refining, L.P., and Gulf Petroleum
Refining (Puerto Rico) Corporation filed separate Chapter 11
petitions on Aug. 12, 2010.

John J. Rapisardi, Esq., George A. Davis, Esq., Peter Friedman,
Esq., and Zachary H. Smith, Esq, of Cadwalader, Wickersham & Taft
LLP, in New York, serve as lead counsel to the Debtors.  Mark D.
Collins, Esq., and Jason M. Madron, Esq., of Richards, Layton &
Finger, P.A., in Wilmington, Delaware, serve as local counsel.
The Debtors' financial advisor is FTI Consulting Inc.  The
Debtors' chief restructuring officer is Kevin Lavin of FTI
Consulting Inc.  Kurtzman Carson Consultants LLC serves as the
noticing, claims and balloting agent to the Debtors.

In December 2010, the Debtor won bankruptcy court approval to sell
its business to Puma Energy International for US$82 million.  Puma
obtained Capeco's entire retail network, which consists of 157
locations, gasoline, diesel and other fuel storage facilities as
well as undeveloped land and a private deep water jetty.

This is Caribbean Petroleum's second stint in Chapter 11.


CCS CORP: Moody's Rates Proposed Notes at Caa2; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 senior unsecured rating
to CCS Corporation's proposed issuance of US$675 million of senior
unsecured notes. Moody's affirmed CCS's B3 Corporate Family Rating
and Probability of Default Rating and its B2 senior secured
ratings. Moody's also affirmed the Caa2 senior unsecured and Caa2
senior subordinated ratings on CCS's existing notes. The proceeds
of the proposed notes will be used to redeem the existing senior
unsecured and senior subordinated notes and to pay fees and tender
premiums. The rating outlook is stable.

Downgrades:

   Issuer: CCS Corporation

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD5,
      87% from LGD5, 84%

Assignments:

   Issuer: CCS Corporation

   -- Senior Unsecured Regular Bond/Debenture, Assigned 87 - LGD5
      to Caa2

RATINGS RATIONALE

The Caa2 rating on the proposed senior unsecured notes, two
notches below the B3 CFR, reflects their effective subordination
to a significant amount of prior ranking secured debt. The B2
rated senior secured revolving credit facilities (US$306 million
and C$175 million due 2013) and a US$1,387 million senior secured
term loan due 2014 (inclusive of a US$101 million delayed draw
tranche) benefit from their prior ranking to the proposed notes.
They are therefore rated one notch higher than the CFR of B3 under
Moody's Loss Given Default Methodology.

CCS's B3 CFR reflects the company's high financial leverage,
associated substantial debt service cost, and expected negative
free cash flow in 2011. Meaningful improvement in leverage metrics
will be contingent upon growth in EBITDA, which is expected to
result from the company's large capital expenditure program. The
majority of growth capital is directed to waste management
services in response to the increase in drilling activity, and
should help to improve CCS's leverage metrics. The ratings are
supported by the company's revenues and margins in waste
management services, high barriers to entry created through a
combination of technical expertise and ownership of permitted
Treatment Recovery and Disposal facilities and landfill assets,
and relatively diversified revenue streams that somewhat mitigate
dependence on cyclical oil and gas drilling activity.

CCS's liquidity is good. Internally generated cash flow will be
sufficient to cover interest payments, maintenance capex (~$65
million) and minimal principal repayment obligations through mid-
2012. As noted above, debt will increase to cover most of its
discretionary capital expenditures (~$130 million) through mid-
2012. Pro forma for the proposed notes closing CCS will have about
C$74 million of cash and approximately C$380 million of borrowing
capacity under its C$175 million and US$306 million revolving
facilities. Letter of credit usage under the facilities totals
about C$108 million. The revolvers mature in November 2013 and
have one financial covenant - senior secured debt to EBITDA of
less than 5.75x. As Moody's expects continued sequential
improvement in EBITDA, compliance with the financial covenant
should remain sufficient through mid-2012, enabling orderly access
to the revolver. While CCS's $1.4 billion term loan maturity (Nov,
2014) is a few years away Moody's expects the company to make
meaningful progress in its operations, profitability and cash flow
generation over the next 18 to 24 months, solidifying its ability
to address the large maturity and maintain its ratings.

The principal methodology used in rating CCS the Global Oilfield
Services Industry Methodology, published December 2009.

The stable outlook reflects Moody's expectation for CCS's
improvement in leverage, high barriers to entry in the company's
waste management business, and continued strong activity in the
oil and gas industry in western Canada. The outlook could be
changed to positive if the company can demonstrate EBITDA growth
leading to sustainably lower leverage. Adjusted debt to EBITDA
below 5.5x and generation of sustainable positive free cash flow
that could be used either to reduce debt or be re-invested to grow
EBITDA would be viewed as positive for the rating. A failure to
grow EBITDA or an increase in debt leading to adjusted debt to
EBITDA above 7.0x could lead to a negative outlook or downgrade.

CCS Corporation is a Calgary, Alberta, based oilfield services
company providing waste management and other oil field services
through five divisions. CCS had revenues of C$3.4 billion over the
last twelve months ending March 31, 2011.


CENTRUE FINANCIAL: To Move Stock Listing From Nasdaq Global Market
------------------------------------------------------------------
Centrue Financial Corporation, parent company of Centrue Bank,
said it was delisting its common stock from the Nasdaq Global
Market and that it expects that the stock will begin trading on
the OTCQB Marketplace effective June 24, 2011.

As previously disclosed, the Company received notification on
December 28, 2010 from the Nasdaq Stock Market that it was not in
compliance with Nasdaq's Marketplace Rule 5450(b)(1)Copyright,
which requires it to maintain a minimum Market Value of Publicly
Held Shares of $5,000,000. In addition, on February 22, 2011, the
Company received a notice from the Nasdaq Stock Market that it was
not in compliance with Nasdaq's Marketplace Rule 5450(a)(1), which
requires it to maintain a minimum bid price of $1.00 per share.
The notifications provided 180 days from their respective
notification dates within which to regain compliance.

After considering its available options to regain compliance and
the costs associated with its Nasdaq listing, the Company
concluded that efforts to secure a continuation of the current
listing of its common stock and the costs associated therewith
were not in its best interests.  The Company notified Nasdaq on
June 14, 2011 of its intention to voluntarily delist its common
stock from The Nasdaq Global Market, and to file a Form 25 with
the SEC and Nasdaq on June 24, 2011.  The Company expects that
trading of its common stock will be suspended from The Nasdaq
Global Market beginning with the close of trading on June 23,
2011.

Operated by the OTC Markets Group Inc., the OTCQB is a market for
OTC traded companies that are registered and reporting with the
Securities and Exchange Commission.  The Company's common stock
will continue to be registered with the SEC under the Securities
Exchange Act of 1934.

                        About OTC Markets

OTC Markets Group Inc operates the world's largest electronic
marketplace for stocks that are not listed on a national
securities exchange.  Approximately 150 broker-dealers, who also
make markets on Nasdaq, make markets in approximately 10,000 OTC
securities through the OTC Markets Group Inc.'s market platforms.
The OTCQB is a market tier for OTC traded companies that are
registered and reporting with the Securities and Exchange
Commission.  The Company's shares will continue to trade under the
symbol TRUE on the computerized OTCQB system.

                     About Company Centrue

Company Centrue Financial Corporation is a regional financial
services company headquartered in St. Louis, Missouri and devotes
special attention to personal service.  The Company serves a
market area which extends from the far western and southern
suburbs of the Chicago metropolitan area across Central Illinois
down to the metropolitan St. Louis area.


CHINA INTELLIGENT: Receives NYSE Amex Delisting Notice
------------------------------------------------------
China Intelligent Lighting and Electronics, Inc. received written
notice that the Listing Qualification Panel of the NYSE Amex LLC
has determined to affirm the decision of the NYSE Amex Staff to
delist the Company's common stock from the Exchange. This decision
followed a hearing held before the Panel on June 6, 2011.

Under the NYSE Amex Company Guide, the Company may request that
the full Committee on Securities review the decision of the Panel
within 15 calendar days from the receipt of the letter.  A request
for review by the full Committee on Securities, however, will not
operate as a stay of the Panel's decision.  The Company has
determined not to appeal this determination.

On June 13, 2011, the Exchange notified the Company that
suspension of its securities from the Exchange will occur on
June 14, 2011, prior to the opening of the market.  In addition,
the Exchange will file an application with the Securities and
Exchange Commission to strike the Company's common stock from
listing and registration on the Exchange when and if authorized.

The Company does not believe that its common stock is currently
eligible to be quoted on the OTC Markets Group after delisting
from the Exchange.  When, and if, the Company is able to file its
delinquent reports and become current in its periodic filing
obligations, the Company's common stock may become eligible for
quotation; however, there can be no assurance that the Company's
common stock will ever be, or be eligible to be, quoted.

             About China Intelligent Lighting

China Intelligent Lighting and Electronics, Inc. is a China-based
company that provides a full range of lighting solutions,
including the design, manufacture, sales and marketing of high-
quality LED and other lighting products for the household,
commercial and outdoor lighting industries in China and
internationally.  The Company currently offers over 1,000 products
that include LEDs, long life fluorescent lights, ceiling lights,
metal halide lights, super electric transformers, grille spot
lights, down lights, and recessed and framed lighting.


COLVER PROJECT: Moody's Affirms 'Ba1' Rating on $137-Mil. Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on $137 million
of outstanding senior secured Pennsylvania Economic Development
Financing Authority's (PEDFA) Resource Recovery Revenue Refunding
Bonds (Colver Project), Series 2005 F and revised the outlook to
stable from negative.

The affirmation reflects the project's recent progress in
controlling its operating costs, which resulted in very strong
financial performance in 2010, along with its continued solid
operational results. The rating considers the exceedingly tight
cash flow coverage that is anticipated for Colver's total fixed
payment obligations as a result of an up-tick in its scheduled
lease payments for debt and equity (total rent coverage ratio of
approximately 1.0 times in 2011). The Ba1 rating for the senior
secured Series F bonds recognizes their priority position in the
capital structure, the fully funded nature of the project's debt
service, working capital and maintenance reserves and Moody's
expectation that, post 2011, cash flow coverage of senior debt
service should remain commensurate with the rating. Moody's notes
however that total rent coverage (which is being impacted by a
scheduled increase in equity rent payments) is not expected to
return to a commensurate level until 2015. The rating is also
supported by the project's long term power purchase agreement with
Pennsylvania Electric Company (Penelec: Baa2 senior unsecured,
stable) under which it sells all of its net output as well as its
ample supply of waste coal fuel resources.

The project is likely to continue to be challenged by cost
pressures, particularly in light of the fact that pricing under
its PPA with Penelec escalates at only half the rate of the change
in the gross domestic product implicit price deflator (GDPD).
However, anticipated margin compression is offset to some degree
by a decline in Colver's required lease payments. In scenarios
tested by Moody's where the cost of obtaining and processing the
project's fuel and ash escalates at twice the rate of inflation,
other costs escalate at inflation, and where lease payments are
made as scheduled, post 2011, senior debt service coverage ratios
(DSCRs) are generally expected to remain around 1.4 times. In
these scenarios, total DSCRs are generally expected to remain
above 1.2 times, and total rent coverage is expected to remain
above 1.0 times, though not significantly above 1.05 times until
approximately 2015.

The stable outlook for Colver is a reflection of its stable
revenue source, its ownership and control of waste fuel reserves
that ensures adequate fuel supply, a well as its solid operating
performance. The outlook assumes Colver will continue to be
vigilant in monitoring and controlling its operating costs and
that the plant will continue its track record of excellent
operational performance.

The rating is not likely to be revised upward in the near-to-
medium term. Longer term, the rating or outlook could be revised
upward if pressures on the cost of fuel and ash handling and on
other operating costs moderate, enabling the project to
demonstrate significant (in the range of 15-20%) sustainable
improvement in its coverage ratios.

As a result of its lease structure, the project currently has
little if any financial cushion. Negative rating pressure would
likely occur if the project were to encounter prolonged
operational challenges or if its costs, particularly those
relating to environmental regulations, were to escalate more than
anticipated such that the senior DSCR were to drop below 1.30
times, or the total DSCR were to drop below 1.15 times, or if
total rent coverage were to drop below 1.0 times on a sustained
basis. The rating could be revised downward if any challenges
arise relating to the Penelec PPA, or if Penelec's rating is
revised downward.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

The Colver Project is a 111 megawatt (net) bituminous waste coal-
fired small power production facility constructed in 1995 and
located in Cambria County, Pennsylvania. The Series 2005 F senior
bonds are a component of a leveraged lease financing structure,
which also includes $14 million of outstanding Subordinated Series
2005 G Bonds. Both series of bonds are ultimately secured by lease
payments to the owner trust from the project's lessee, Inter-
Power/ AhlCon Partners, L.P. (IAP), together with senior and
subordinated mortgage liens on the project. IAP sells the energy
generated by the project to Penelec under a power purchase
agreement that expires in 2020, the same year the lease expires
and approximately 18 months after the bonds mature. The
partnership is owned by subsidiaries of both Constellation Energy
Group Inc., (25%), and Northern Star Generation LLC (75%).


COMMONWEALTH BIOTECH: REVA Bids $4.22 Million for Former HQ
-----------------------------------------------------------
Michael Schwartz at Richmond BizSense reports that Real Estate
Value Advisors and its REVA Catalyst Fund have made a $4.22
million bid for the former headquarters of Commonwealth
Biotechnologies, which is not a functioning company apart from its
real estate holdings.

According to the report, the property is a 32,000-square-foot
laboratory facility at 601 Biotech Drive, just off Midlothian
Turnpike.  It has been on the market for a couple of years.
The lab sits on 4.5 acres and was most recently listed at
$5.7 million. It was originally listed about two years ago at
$6.43 million.  But this is not a normal transaction, and it's not
even close to being a done deal.

Richmond BizSense says Real Estate Value Advisors is considered
the stalking horse bidder for a court-ordered auction of the
property next month.  Its bid will be the benchmark for other
parties that might take a crack at buying the space at auction.

                 About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies offers
cutting-edge peptide research and development products and
services to the global life sciences industry.  CBI now operates
through its Australian subsidiary, Mimotopes, Pty Ltd.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


CONSOLIDATED COMMS: S&P Assigns 'B+' Rating to New Term Loan B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Consolidated Communications
Inc.'s new term loan B and revolving credit facility. The new term
loan represents an extension of $409.1 million of the existing
$880 million term loan B to a Dec. 31, 2017, maturity from the
previous Dec. 31, 2014. The revolving credit represents the
extension of $38.7 million of the existing $50 million revolving
credit to a May 2016 maturity from the current Dec. 31, 2013
maturity.

With the extension, the company also amended various terms of the
existing bank credit facilities, including some financial
maintenance covenant definitions. "However, even with these
changes, we still consider parent Consolidated Communications
Holdings Inc.'s liquidity less than adequate under our criteria,
since the EBITDA covenant cushion with respect to the leverage
covenant will continue to be less than 15% for the next year.
However, given the company's relatively stable cash flow and lack
of major debt maturities until 2014, we do not expect a covenant
breach. Liquidity consists of about $77 million in cash and $50
million available under its revolving credit facility. While
Consolidated has a sizable ongoing dividend of about $46 million,
its discretion to curtail dividends could provide additional
liquidity, although we do not expect the company to use this
flexibility unless it is under financial stress. If net debt
leverage exceeds 5.1x, the dividend must be suspended according to
the terms of the credit facility," S&P stated.

The 'B+' corporate credit rating remains unchanged.

Ratings List

Consolidated Communications Holdings Inc.
Corporate Credit Rating           B+/Stable/--

New Rating

Consolidated Communications Holdings Inc.
New term loan B due 2017          B+
   Recovery Rating                 3
Revolving credit fac due 2016     B+
   Recovery Rating                 3


COSTA DORADA: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Costa Dorada Apartments Corp. filed with the U.S. Bankruptcy Court
for the District of Puerto Rico, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $10,000,000
B. Personal Property              $733,570
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $1,220,401
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $50,433
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $7,289,730
                              ------------         --------------
      TOTAL                    $10,733,570             $8,560,564

                   About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 11-03960) on May 10, 2011.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Carlos R. Fernandez Rodriguez, its
president.


COTTONWOOD CORNERS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cottonwood Corners Phase V, LL
        a New Mexico limited liability company
        c/o CREM
        480 Lang Ave. NE, Suite 120
        Albuquerque, NM 87109

Bankruptcy Case No.: 11-12663

Chapter 11 Petition Date: June 8, 2011

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Daniel J. Behles, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: dan@behles.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 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nmb11-12663.pdf

The petition was signed by David S. Smoak, president.


CPJFK LLC: Neshgold Completes Purchase of JFK Plaza Hotel
---------------------------------------------------------
Hotel News Resource reports that Optimum Hotel Brokerage has
closed on the sale of the JFK Plaza Hotel formerly the Crowne
Plaza JFK at JFK International Airport in New York, New York.

Joseph R. McCann, Optimum's president, was the exclusive hotel
broker and Licensed New York Real Estate Broker representing the
trustee for the Chapter 11 estate of CPJFK, LLC.  Mr. McCann also
provided expert witness testimony in the hotel bankruptcy case,
which was adjudicated by the United States Bankruptcy Court
Eastern District of New York in Brooklyn.  The sale completes
another chapter in the continuing legal saga of Kronos Hotels and
its affiliates, according to the report.

The report says ownership of the leasehold interested was conveyed
to Neshgold LLC, an affiliate of an international real estate
company.  Their bid price was accepted by the court.  The 183-unit
full service hotel, located in the heart of the John F, Kennedy
International Airport market, was sold through an accelerated
marketing process by Optimum Hotel Brokerage.  The sale was
structured as a "363 Sale", where all assets under a Chapter 11
bankruptcy are sold as a going concern

                          About CPJFK LLC

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

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

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

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


CROSS COUNTY: Has Cash Use Until July 20; In Talks With Lender
--------------------------------------------------------------
On June 10, 2011, the U.S. Bankruptcy Court for the Eastern
District of Texas approved the agreed joint motion of Cathay Bank
and debtor Cross County National Associates, LP, for continuance
of the June 13, 2011 evidentiary hearings to Wednesday, July 20,
2011, on

   (i) the Debtor's emergency motion to use cash collateral on an
       interim and final basis, and

  (ii) Cathay Bank's motion from relief against the real property
       known as Cross Country Mall (located at 700 Broadway Avenue
       East, in Mattoon, Illinois), and associated equipment and
       personal property.

In connection with the agreed continuance, Cathay has consented to
a further extension of the Debtor's use of its cash collateral
until July 20, 2011.  In the motion agreed joint motion, counsel
for Cathay Bank and Cross County National Associates related that
the requested continuance is not sought for delay, but rather to
facilitate the parties' efforts to consensually resolve the
disputes raised in the cash collateral motion and the stay motion.

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


CTC CABLE: Mercury Cable Gets Notice From USPTO Rejecting Patent
----------------------------------------------------------------
Mercury Cable & Energy, Inc. received notification from the United
States Patent and Trademark Office (USPTO) regarding Patent
7,179,522 ('522) owned by CTC Cable Corporation , currently
trading as due to ongoing bankruptcy proceedings and delinquent
securities filings.

In the office action the USPTO rejected each of claims 1-16 of the
'522 patent stating, "claims 1-16 are rejected under 35 U.S.C.
103(a) as being unpatentable over EPRI-II in view of CEA".
Similarly claims 1-8, 11, 12, 15 and 16 are rejected under 35
U.S.C 103(a). as being unpatentable over EPRI-I in view of EPRI-II
and claims 9,10,13 and 14 are rejected under 35 U.S.C 102(b) as
being anticipated by EPRI-I.  The '522 USPTO filings may be viewed
online by referencing the assigned application number 90,011,402
at the USPTO website as follows:
http://portal.uspto.gov/external/portal/pair

Additionally, according to USPTO documents a reexamination has
recently been filed challenging the patentability of each of the
72 claims of CTC Cable's 7,211,319 patent (application number
90,011,690) and each of the 83 claims of CTC Cable's 7,368,162
patent (application number 90011740).

Mercury Cable & Energy is a privately-held developer of High
Voltage Composite Reinforced Conductors (HVCRC), Smart Conductors
for the Smart Grid.  The patented HVCRC Smart Conductor is
superior to existing conductors in a number of key performance
areas including:

   -- Up to double the current carrying capacity of ACSR

   -- Substantially reduces high-temperature sag

   -- Requires fewer structures for new line construction

   -- Increases capacity of existing rights-of-way and structures
      through retrofitting

   -- Eliminates bi-metallic corrosion

   -- Significantly reduces line losses compared to same-diameter
      conventional and composite conductors at equal operating
      temperatures

                   About Composite Technology

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com-- develops,
produces, and markets energy efficient and renewable energy
products for the electrical utility industry.  During the fiscal
year ended Sept. 30, 2010, the Company operated with one operating
segment, the cable segment operated as CTC Cable Corporation.  The
CTC Cable segment sells ACCC conductor, a composite core, high
capacity, energy efficient overhead conductor for transmission and
distribution lines, and manufactures and sells ACCC core, the
composite core component of the conductor, along with hardware
connector accessories specifically designed for ACCC applications.
It sells ACCC products directly to customers and through various
distribution agreements both internationally and in North America.
As of Sept. 30, 2010, CTC Cable had over 9,500 kilometers of ACCC
conductor installed.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case was
reassigned to Judge Scott C. Clarkson on April 13, 2011.  The
Debtor estimated assets at $10 million to $50 million and
$1 million to $10 million in debts as of the Chapter 11 filing.

CTC Cable Corporation (Bankr. C.D. Calif. Case No. 11-15059) and
Stribog, Inc. (Bankr. C.D. Calif. Case No. 11-15065) also filed
for Chapter 11 protection.

The cases are jointly administered, with Composite Technology as
the lead case.  Paul J. Couchot, Esq., at Winthrop Couchot PC,
serves as the Debtors' bankruptcy counsel.  The McIntosh Group and
Marsch Fischman & Breyfogle LLP serve as special intellectual
property counsel.


DESERT OASIS: Can Use Rental Income to Fund Bankruptcy Case
------------------------------------------------------------
Desert Oasis Apartments LLC has received permission from the U.S.
Bankruptcy Court for the District of Nevada to utilize revenue
generated by its apartment complex to fund its operations through
Dec. 31, 2011 or upon confirmation of a bankruptcy-exit plan.

The revenue represents cash collateral securing obligations to
Wells Fargo Bank, N.A., as trustee for JP Morgan Chase Bank;
Midland Loan Services, Inc., as loan servicer; and CT Investment
Management Co., LLC, as special servicer.

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

                   About Desert Oasis Apartments

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

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


DIAGNOSTIC IMAGING: Moody's Changes Outlook to Negative
-------------------------------------------------------
Moody's Investors Service changed the outlook of Diagnostic
Imaging Group, LLC to negative from stable due to upcoming debt
maturities and declining covenant headroom. Concurrently, the
corporate family and probability of default ratings were affirmed
at B3 and the rating on $86 million senior secured term loan was
affirmed at B2.

These ratings were affirmed:

   -- Corporate family rating at B3;

   -- Probability of Default rating at B3;

   -- $86 million senior secured term loan at B2; LGD assessment
      changed to LGD3, 43% from LGD3, 40%;

RATINGS RATIONALE

The change in the ratings outlook to negative from stable reflects
increased refunding risk as DIG's $86 million senior secured term
loan matures in May 2012 and the recent record of declining
revenue. Moody's believes that the company is not likely to
generate sufficient amount of free cash flow to fully repay the
loan before maturity. Additionally, the leverage covenant
governing the term loan steps down to 2.5 times from current 3
times in the first quarter of 2012 at which point the company
could violate the covenant if it doesn't meaningfully reduce debt
or increase EBITDA.

The B3 corporate family rating continues to reflect DIG's weak
liquidity profile including the absence of external sources of
liquidity, the broad economic impact on commercial payors
(representing 66% of the company's revenues) and to a lesser
extent Medicare reimbursement risk (representing 10% of the
company's revenues). Further, the B3 rating reflects the risks
related to the company's financial reporting including allowances
for doubtful accounts and related party transactions.

The B3 rating acknowledges that the company is expected to
continue to generate free cash flow and has a solid competitive
position in its two diagnostic imaging markets. Moreover, DIG has
moderate debt leverage for the B3 ratings category.

The ratings could be downgraded if the company's overall liquidity
position were to weaken further, cash flow generation to turn
negative, and/or working capital management continue to be
pressured. In addition, if DIG were to resume an aggressive
acquisition and investment strategy that takes management's focus
away from improving existing center growth and free cash flow
generation, the ratings could be downgraded.

If the company is able to improve its working capital to levels
more in-line with industry peers, such that free cash flow
improves meaningfully and addresses the pending term loan
maturity, there could be upward pressure on the outlook and/or
ratings.

Diagnostic Imaging Group, LLC'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
Diagnostic Imaging Group, LLC's core industry and believes
Diagnostic Imaging Group, LLC 's ratings are comparable to those
of other issuers with similar credit risk. Other methodologies
used include Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009.

Headquartered in Hicksville, New York, Diagnostic Imaging Group is
principally engaged in establishing and operating fixed-site
diagnostic imaging and radiology facilities providing all types of
outpatient radiological services, including x-rays, CT scans,
mammography and MRIs. The company operates 39 multi-modality
centers in the New York metropolitan area and Florida. Combined
revenue for the twelve months ended March 31, 2011 was
approximated $182 million. Evercore Capital Partners owns a
majority stake in DIG.


DOWNSTREAM DEV'T: Moody's Assigns 'B3' Rating to Proposed Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Downstream
Development Authority's proposed $295 million senior secured notes
due 2019. The company's B3 Corporate Family and Probability of
Default ratings were affirmed. The rating outlook is stable.

Net proceeds from the proposed offering will be used to refinance
Downstream's $197 million B3-rated senior secured notes due 2015,
and $58.6 million of unrated subordinated notes due 2014.
Remaining cash proceeds, together with cash on hand, will be used
to cover redemption premiums, accrued interest, and other fees.

The rating of the new notes is subject to review of final terms
and documentation.

Rating assigned:

   -- $295 million senior secured notes due 2019 at B3 (LGD 4,
      51%)

Ratings affirmed:

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3

Rating affirmed and to be withdrawn upon the completion of the
transaction:

   -- $197 million senior secured first lien notes due 2015 at B3
      (LGD 3, 44%),

RATINGS RATIONALE

The B3 Corporate Family Rating considers Downstream's small size,
single asset profile, and short operating history, in addition to
Moody's view of the still fragile economic recovery prospects and
possible earnings pressure from the impact on Joplin, MO -- one of
Downstream casino's feeder markets -- from a severe tornado in May
2011. Also considered is: (1) the potential implication on
Downstream's gaming operation arising from the request submitted
by Quapaw (Tribe) Grievance Committee to Bureau of Indian Affairs
(BIA) to call a Special General Council Meeting related to
allegations that certain members of the Tribe had misused funds
from Downstream (The Quapaw Business Committee appealed that
request from the BIA and will hold their regularly scheduled
General Council meeting on July 4, 2011); and (2) the possibility
of a competing gaming facility in Southeastern Kansas. Positive
rating consideration is given to Downstream's strong operating
margins and, limited direct competition at this time, and improved
operating performance.

The stable rating outlook reflects Moody's view that despite an
immediate increase in leverage as a result of the proposed
transaction -- pro forma debt/EBITDA is 5.0 times compared to 4.4
times for the latest 12-month period ended March. 31, 2011 --
Downstream will continue to generate positive free cash flow and
possibly pay down additional debt. The proposed indenture allows
the company to redeem up to 10% of outstanding principal of the
proposed notes in each of the first three years.

Rating improvement is limited at this time given the possibility
of a competing gaming facility in Kansas and uncertainty
surrounding the BIA issue. In addition to a high degree of
certainty that these two issues will not have a material negative
impact on Downstream, a higher rating would require debt/EBITDA
below 4.0 times and EBIT/Interest above 1.5 times. Ratings could
be lowered if there is a negative development on the BIA matter, a
new casino in Southeastern Kansas will be built and impact
Downstream's operation materially, or debt/EBITDA rises above 5.5
times.

The Downstream Development Authority is a wholly owned
unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a
federally-recognized Native American tribe with approximately
3,400 enrolled members. The Authority operates the Downstream
Casino Resort, a destination casino resort located at the spot
where Kansas, Missouri and Oklahoma meet.

The principal methodology used in rating Downstream Development
Authority 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.


DYE'S WALK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dye's Walk Country Club, LLC
        fka Royal Oak Country Club
        dba Dye's Walk Country Club
        2080 South S.R. 135
        Greenwood, IN 46143

Bankruptcy Case No.: 11-07272

Chapter 11 Petition Date: June 7, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  TUCKER HESTER, LLC
                  429 N Pennsylvania St., Ste 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: jeff@tucker-hester.com

Scheduled Assets: $2,278,779

Scheduled Debts: $4,650,943

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/insb11-07272.pdf

The petition was signed by Brian K. Benham, authorized agent.


DYNCORP INT'L: Moody's Downgrades CFR to B1; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of DynCorp International, Inc. to
B1 from Ba3. Concurrently, Moody's downgraded the senior secured
term loan and revolving bank credit facility to Ba2 from Ba1, and
senior unsecured notes to B2 from B1. The short term liquidity
rating remained unchanged at SGL-3 and the rating outlook was
changed to negative.

Downgrades:

   Issuer: DynCorp International Inc.

   -- Probability of Default Rating, Downgraded to B1 from Ba3

   -- Corporate Family Rating, Downgraded to B1 from Ba3

   -- Senior Secured Bank Credit Facility, Downgraded to Ba2,
      LGD2-20 from Ba1, LGD2-27

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
      LGD5-75 from B1, LGD5-79

RATINGS RATIONALE

The downgrade to B1 reflects operating performance, actual and
projected, that is below the expectations the rating agency had at
the time of the buy-out by affiliates of Cerberus Capital
Management, L.P., which was announced in April of 2010. Reported
operating results for the first quarter of fiscal 2011 show a
modest revenue decline and more substantial decline to net income
relative to the first three months of 2010. The shortfall is
related to slowing growth on existing contracts (Mine Resistant,
Ambush-Protected or MRAP vehicle maintenance; International
Civilian Police Program, or CivPol) and the losses of a contract
that was opened to re-compete bids (Life Cycle Contractor Support
or LCCS for the U.S. Army). In March 2011, DynCorp was notified
that it lost the LCCS-Navy contract as well, on a re-compete. The
company's operating performance has also been weakened by
restructuring expenditures and a higher interest burden. With
lower earnings, Debt to EBITDA now approaches 4.8 times and
EBITDA/interest approximates 2.9 times for the twelve month period
to March 31, 2011. These metrics are considerably weaker than the
levels anticipated at the announcement of the buy-out by the
Cerberus Group.

Going forward operating margins should be moderately lower in the
near term, primarily because of a change in revenue mix. In
particular, DynCorp expects to receive more awards under the U.S.
Army's Logistics Civil Augmentation Program (LOGCAP IV) during
2011. LOGCAP IV is a cost-reimbursable contract, which is
typically at a lower margin relative to fixed price (because there
is less risk of loss). With a growing share of revenues from
LOGCAP IV, the portion of DynCorp's revenues from cost-
reimbursable contracts could grow above the historical level
(about 60% during 2010). Therefore DynCorp's operating profit
margin could be somewhat below historical levels of the mid-single
digit range in the near term. Combined with the higher debt levels
incurred for the buy-out, the reduced earnings outlook increases
the risk profile for DynCorp. Moody's notes that DynCorp brought
in a new management team in mid-2010, and the company is
undertaking business re-alignments to reduce costs and increase
operating efficiencies -- which could be supportive of higher
revenue and profit margin growth, over time.

The SGL-3 speculative grade liquidity rating reflects overall
adequate liquidity, supported by positive free cash flow
generation and access to the company's $150 million revolving
credit facility with only $28.5 million usage for outstanding
letters of credit as of 3/31/11. In addition, near term cash
commitments and debt maturities are low, and Moody's expects the
company to generate significant free cash. Moody's notes that
DynCorp repaid $50 million of debt in the first quarter of 2011
from free cash flows, and intends to direct free cash flows to pay
down debt and reduce leverage over time. The company has indicated
plans for an additional $100 million debt payment before year end.

The bank credit facilities contain two financial maintenance
covenants specifying a maximum Total Leverage Ratio of 4.85 times
and a minimum Interest Coverage Ratio of 2.35 times for the twelve
months to July 1, 2011. These financial covenants, set at a time
of higher performance expectations, step down significantly in
future periods, such that maximum Total Leverage Ratio and minimum
Interest Coverage Ratio are 4.0 times and 2.55 times,
respectively, for the twelve months to December 28, 2012. Because
of the step downs, the prospective ability of DynCorp to comply
with the financial covenants should the earnings decline is
somewhat less certain over the next twelve months.

Supporting the B1 rating is DynCorp's well-established position as
a provider of outsourced, mission-critical services to the U.S.
military and government agencies and Moody's expectation that the
company will continue to generate significant free cash flow over
the intermediate term. Moody's expects the Administration to
continue to outsource non-combat support functions, which is
supportive of DynCorp's revenue profile. The wide breadth of
services offered (contingency operations and support; peacekeeping
logistics; intelligence and police training; aviation and ground
vehicle maintenance/support; linguistics and translation
services), and good diversity of contracts ensures some revenue
stability through what are expected to be tightening U.S. defense
budgets. The contract backlog, though modestly reduced, remains
above $4 billion ($1.6 billion funded). Additionally, DynCorp has
historically been able to generate substantial free cash flow,
despite low margins, because of the large cost-plus and time-and-
materials cost base as well as low capital intensity as a service
provider.

The negative outlook reflects Moody's expectation of weaker
operating income over the intermediate term, leading to somewhat
weaker credit metrics than anticipated at the announcement of the
buy-out, and accordingly, also increased pressure on covenant
cushion. The ratings could be lowered if DynCorp is unable to
maintain an adequate liquidity profile and to reverse the decline
to operating performance, such that Debt to EBITDA is above 5.0
times and Retained Cash Flow to Debt is below 10% on a sustained
basis (both ratios reflecting Moody's standard adjustments). The
further loss of significant contracts, and/or the inability to
successfully de-lever DynCorp, could also pressure the rating
down. During the coming quarters, Moody's will assess DynCorp's
prospective ability to generate strong free cash flow as working
capital needs decline, and to use the resulting proceeds to reduce
debt.

A stabilization of the outlook could occur if the company is able
to reverse the performance decline and improve covenant cushion,
and a rating upgrade should Debt to EBITDA approach 4.0 times and
EBIT to Interest be sustained above 2.0 times.

DynCorp International Inc., headquartered in Falls Church, VA is a
provider of specialized services largely for the U.S. Departments
of Defense and State. The company operates in three segments:
Global Stabilization and Development Solutions, Global Platform
Support Solutions, and Global Linguist Solutions, a 51% owned
joint venture.


DYNCORP INTERNATIONAL: S&P Lowers CCR to 'B+'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Va.-based DynCorp International Inc., a
leading provider of defense technical services and government-
outsourced solutions, to 'B+' from 'BB-'. "At the same time, we
lowered our issue-level rating on the company's secured debt to
'BB-' from 'BB' and on its unsecured debt rating to 'B-' from 'B';
the respective '2' and '6' recovery ratings remain unchanged. The
outlook is stable," S&P stated.

"The downgrade reflects slower-than-expected improvements in the
company's credit protection measures following an LBO in July
2010, due to contract losses and lower profitability," said
Standard & Poor's credit analyst Christopher DeNicolo. "The
ratings on DynCorp International reflect its aggressive financial
profile following the LBO, increased price competition, limited
contract diversity, the risky nature of some of the company's
operations, and possible changes in U.S. foreign policy. The
ratings benefit somewhat from the firm's leading market positions
and high demand for its services. We assess DynCorp
International's business risk as fair."

On July 7, 2010, affiliates of Cerberus Capital Management L.P.
acquired DynCorp International for $1.7 billion (including fees
and expenses) financed with approximately $1 billion of new debt
and about $550 million of common equity from Cerberus. The
increased debt has caused credit protection measures to
deteriorate significantly, with our adjusted debt to EBITDA
increasing to almost 5x in the 12 months ended Oct. 1, 2010, from
around 2.5x before the LBO. "We had expected these measures to
improve with higher earnings and debt reduction from excess cash,
but the loss of existing contracts, failure to capture sufficient
new business and lower profitability resulted in further
deterioration, with debt to EBITDA increasing to 5.6x by Dec. 31,
2010. The lower profitability, some of which we did expect,
resulted, in part, from a shift to lower-margin cost-reimbursable
contracts and lower-than-expected initial award fees on the
important Logistics Civil Augmentation Program (LOGCAP) contract
(35% of revenues in 2010) to provide logistics services to the
U.S. military in the Middle East," S&P stated.

The outlook is stable. "The company's credit protection measures
deteriorated following its LBO in July 2010 and have not improved
as we expected due to contract losses and lower profitability.
Debt reduction from free cash flow and modest earnings growth from
cost-saving initiatives and solid demand for its services over the
next 12 months should enable the company to attain credit
protection measures appropriate for the rating. We could lower the
rating if credit protection measures do not improve as we expect,
with debt to EBITDA above 5.5x or FFO to debt below 10% at the end
of 2011," Mr. DeNicolo continued. "We could raise the ratings if
earnings improve faster than we expect because of new contracts or
higher debt repayment resulting in debt to EBITDA below 4x or FFO
to debt in the mid-teen percentage area, with further improvement
likely."


EFD LTD: Files Schedules of Assets & Liabilities
------------------------------------------------
EFD, Ltd., filed with the U.S. Bankruptcy Court for the Western
District of Texas, its schedules of assets and liabilities,
disclosing:

  Name of Schedule            Assets             Liabilities
  ----------------            ------             -----------
A. Real Property            $127,971,000
B. Personal Property            $236,835
C. Property Claimed as
   Exempt
D. Creditors Holding                             $28,156,019
   Secured Claims
E. Creditors Holding                                 $12,382
   Unsecured Priority
   Claims
F. Creditors Holding                              $2,226,803
   Unsecured Non-priority
   Claims
                            ------------         -----------
       TOTAL                $128,207,835         $30,395,205

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $50 million to $100 million and debts at $10 million
to $50 million.


EFD LTD: Can Hire Hohmann Taube as Bankruptcy Counsel
-----------------------------------------------------
EFD, Ltd., has received authorization from the U.S. Bankruptcy
Court for the Western District of Texas to employ Hohmann, Taube
& Summers, L.L.P., as bankruptcy counsel.

Hohmann Taube can be reached at:

         Eric J. Taube, Esq.
         HOHMANN TAUBE & SUMMERS, LLP
         100 Congress Avenue, Suite 1800
         Austin, TX 78701
         Tel: (512) 472-5997
         Fax: (512) 472-5248
         E-mail: erict@hts-law.com

Hohmann Taube will be paid based on the hourly rates of its
professionals:

              Attorneys              $205-$515
              Paralegal               $80-$165

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

                            About EFD

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


ELECTROANDINA: Fitch Withdraws 'BB+' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed and subsequently withdrawn
ElectroAndina's foreign and local currency 'BB+' Issuer Default
Ratings.

The rating action follows the company's payment in full of its
debt obligation as well as its merger with E.CL in 2010.

Fitch will no longer provide coverage for ElectroAndina. Fitch
will continue to provide rating coverage for E.CL.


EVERGREEN TANK: Moody's Upgrades CFR to B3; Outlook Stable
----------------------------------------------------------
Moody's Investors Services has upgraded Evergreen Tank Solutions,
Inc.'s ratings, including the corporate family and probability of
default ratings to B3 from Caa1, as well as the $100 million
senior secured second lien term loan to B3 from Caa2. The ratings
outlook is stable.

These ratings/assessments were upgraded:

   -- Corporate family rating, to B3 from Caa1;

   -- Probability of default rating, to B3 from Caa1;

   -- $100 million senior secured second lien term loan due April
      2014, to B3 (LGD4, 58%) from Caa2 (LGD4, 60%).

RATINGS RATIONALE

The upgrade to a B3 corporate family rating reflects Evergreen's
improved operating performance as well as Moody's expectation that
the company will maintain stronger credit metrics and an adequate
liquidity profile. Evergreen's revenue has increased from
approximately $43 million for fiscal year 2009 to almost $65
million as of the last twelve months ended 3/31/2011.

The company has successfully obtained direct relationships with a
large portion of its customers which should add to the company's
revenue base. Moody's believes that management's focus on
obtaining direct relationships contributed to new customer
contracts being obtained in late 2009 and 2010 with petrochemical,
refinery, and oil & gas companies. These new relationships, along
with an increase in maintenance spending which had been deferred
in 2009, picked up into 2010, driving an increase in revenue and
utilization rates. The company's expansion into Pennsylvania for
the Marcellus shale natural gas reserve also contributed to the
improvement. Credit metrics are expected to be in line with the B3
corporate family rating over the intermediate term.

Evergreen Tank Solutions maintains an adequate liquidity profile,
reflecting the near-term expectation for positive free cash flow
generation and improved revolver availability, with no near-term
debt maturities. Evergreen maintains a $65 million revolver that
is governed by a borrowing base, with a October 2013 maturity
date.

The stable outlook reflects anticipation of sustained operating
performance and development of end markets. The outlook also
considers the expectation of an adequate liquidity profile
highlighted by the increase in the company's borrowing base due to
increased equipment values, improved availability, and cash flow
generation.

Positive movement in Evergreen's rating or outlook, though not
anticipated in the near-term, could result if the company were
able to continue its strategy of securing long-term contracts that
increase the company's size and breadth of customer diversity,
display sustained growth in revenue and earnings, reduce debt, as
well as maintain positive free cash flow and an adequate liquidity
cushion. Credit metrics that could evidence such improvement would
include EBITDA to interest sustained over 3.5x and debt to EBITDA
maintained below 4.0x.

Downward pressure on the rating or outlook could occur if the
company's liquidity profile were to weaken, if it was unable to
generate positive free cash flow, or if debt/EBITDA were to be
sustained above 6.0x.

The principal methodology used in rating Evergreen Tank Solutions,
Inc. was Global Equipment & Automobile Rental Industry published
December 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Evergreen Tank Solutions, Inc., headquartered outside Houston,
Texas rents temporary-use liquid and solid storage containers to
primarily chemical, refinery, oil and natural gas drilling, and
environmental service customers. The company provides
transportation and related services. Evergreen operates 17
locations covering the Gulf region and Pennsylvania and has a
fleet of approximately 8,400 units including frac tanks, roll-off
boxes, stainless steel tankers, de-watering boxes, and vacuum
boxes.


EXPRESS INC: S&P Raises CCR to 'BB-'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Columbus, Ohio-based Express Inc. to 'BB-' from 'B+',
reflecting our expectation that the company's operating
performance will remain good and credit metrics are likely to
further improve.

"At the same time, we raised the issue-level rating on the
company's $125 million secured term loan due 2014 to 'BB+' from
'BB' with a recovery rating of '1'. We also raised the issue-level
rating on its $250 million senior unsecured notes due 2018 to 'B+'
from 'B' with a recovery rating of '5'," S&P related.

"The ratings Express reflect our expectation that the company's
consistent top-line growth from store expansion and positive same-
store sales will offset margin contraction from higher commodity
prices in 2011," said Standard & Poor's credit analyst Helena
Song. "We also believe that the company will continue to generate
free operating cash flow and use it to modestly reduce debt," S&P
added.


FAY AVE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Fay Ave Properties, L.L.C.
        7660 Fay Ave., Ste. H-168
        La Jolla, CA 92037

Bankruptcy Case No.: 11-09603

Chapter 11 Petition Date: June 8, 2011

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

Judge: Laura S. Taylor

Debtor's Counsel: David L. Speckman, Esq.
                  SPECKMAN & ASSOCIATES
                  1350 Columbia Street, Suite 503
                  San Diego, CA 92101
                  Tel: (619) 696-5151
                  E-mail: speckmanandassociates@gmail.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 three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb11-09603.pdf

The petition was signed by Dianne York, president.


FIRSTPLUS FIN'L: Trustee Taps Lynn Tillotson for Suit vs. Board
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Matthew D. Orwig, Chapter 11 trustee for Firstplus
Financial Group, Inc., to employ Jeffrey M. Tillotson, P.C. and
John Volney, and the firm of Lynn Tillotson Pinker & Cox, LLP as
special counsel.

The firm is evaluating and prosecuting litigation against current
and former members of the board of directors of the Debtor,
against certain of the legal, accounting, and other professionals
who allegedly provided services to the Debtor, and potentially
persons who contracted with those professionals who provided the
services against those who conspired with or aided and abetted
with the persons in the breach of their fiduciary duties and other
duties to the detriment of the Debtor and its bankruptcy estate.

The trustee assured the Court that the duties to be performed by
LT will not duplicate the efforts of the trustee's general
bankruptcy counsel.

LT will be compensated as follows:

   i) for providing litigation counsel and advice regarding
      possible claims, LT will charge 50% of its standard hourly
      rates for work of this nature, not to exceed a total of
      $25,000; and

  ii) if litigation is pursued, LT will represent the trustee
      pursuant to a standard contingency fee agreement of 33-1/3%
      of any net monetary recovery (via pre- or post-litigation
      settlement or judgment), with the trustee covering expenses
      and litigation costs, through and including any appeals that
      may be filed by any party.

LT will also charge the trustee for expenses in a manner and at
rates consistent with charges made generally to other clients and
consistent with the compensation guidelines adopted by this Court.

If LT is compensated pursuant to the contingency fee agreement, LT
agrees to credit the estate for any payment under the hourly rate
formula.  In other words, LT shall be paid 33-1/3% of any net
monetary recovery by the estate.  Net recovery will be reduced by
any payments made to LT under the hourly rate arrangement up to
the $25,000 cap.

                  About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.  FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig is appointed as the Chapter 11 trustee in the
Debtors cases.  The trustee is represented by Peter A. Franklin,
Esq., and Erin K. Lovall, Esq., at Franklin Skierski Lovall
Hayward LLP.


FRAC TECH: S&P Assigns 'B+' Rating to $1.5-Bil. Term Loan
---------------------------------------------------------
Standard & Poor's Ratings Services corrected its recovery rating
to '4' on Ft. Worth, Texas-based oilfield services company Frac
Tech International LLC's $1.5 billion term loan due 2016 after
erroneously revising it on June 8, 2011. "The recovery rating on
the term loan is '4', indicating our expectation of an average
(30% to 50%) recovery in the event of default. The issue-level
rating on the term loan is 'B+' (the same as the corporate credit
rating); we affirmed the issue rating on June 8," S&P said.

The 'BB' issue-level rating and '1' recovery rating on Frac Tech
Services LLC's $550 million 7.125% senior unsecured notes due 2018
remain unchanged. Frac Tech Services agreed to repurchase $320,000
of the notes using cash on hand. Frac Tech Services LLC is the
operating company and a wholly owned subsidiary of Frac Tech
International LLC.

Ratings List
Frac Tech Services LLC
Corporate credit rating            B+/Negative/--

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


FRENCH BROAD: Plan Confirmation Hearing Continued Until June 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina has rescheduled until June 21, 2011, at 1:00 p.m., the
hearing to consider the confirmation the proposed Chapter 11 plan
of French Broad LLC, modified on May 24, 2011.

As reported in the Troubled Company Reporter on May 11, the Court
approved the disclosure statement explaining the Plan on Feb. 23.

The TCR reported on March 9, 2011, that according to the
Disclosure Statement, the Plan provides for creditors to be paid
in full from the sale of units by French Broad Place.  Under the
Plan, Metromont Corporation, owed $2,961,431 for its DIP claim,
will receive 10% per annum accrued interest for a period of 13
months, principal reduction will be paid periodically as future
inventory sales close on account of Metromont's secured claim.
Metromont will receive 40% of all future net sales proceeds to be
applied to the principal loan balance outstanding.

Ashville Savings Bank, owed $8,620,619, secured by a second lien
deed of trust on the assets of the Debtor, will receive 40% of all
future sales net proceeds applied to the principal loan balance
outstanding on account of Ashville's impaired secured claim.  Once
the DIP loan is repaid 100%, then 100% of the future NSP will be
paid to Ashville as loan principal reduction until paid in full
with interest at the contract rate.

Metromont, owed $2,765,234 secured by a third lien deed of trust,
will not be paid interest or principal during the DIP loan tenure.
The second deed of trust contract note will accrue interest at 5%
from the date of the Plan.  Once the DIP loan is repaid 10% and
Ashville Savings Bank is repaid 100%, then Metromont will receive
monthly interest at 5% and 100% of future NSP until repaid 100%.

Ed Burdette Construction, holder a materialman's/mechanics lien in
the amount of $2,627,773, will have its claim paid as a general
unsecured claim.

General unsecured creditors, expected to total $3,300,000, which
includes the secured claim of Ed Burdette, will be paid in full
over a period of three years.

A copy of the Court-approved disclosure statement is available for
free at http://bankrupt.com/misc/French_Broad_Final_DS.pdf

                        About French Broad

French Broad Place LLC was formed for the development of a 48-unit
mixed used real estate community in downtown Brevard, North
Carolina.  The owners -- led by Scott Latell and Joshua Burdette
as managing members -- have over $4,500,000 of cash equity in the
development to date.  Appraisals conducted in the spring of 2010
valued the property from $10,500,000 to $12,5000,000.  Secured
claims by lenders exceed $14,000,000.

French Broad Place LLC filed for Chapter 11 bankruptcy protection
on March 25, 2010 (Bankr. W.D. N.C. Case No. 10-10335).  Edward C.
Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt, P.A., represents the
Debtor.  The Company disclosed $20,171,100 in assets and
$14,395,245 in liabilities as of the Chapter 11 filing.


FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on Revenue Bonds
---------------------------------------------------------------
As part of its on going surveillance efforts, Fitch Ratings
affirms the ratings on these Illinois Finance Authority revenue
bonds issued on behalf of Friendship Village of Schaumburg
Obligated Group (FVS):

   -- $74.3 million series 2005A, affirmed at 'BB-';

   -- $5 million series 2005B, affirmed at 'BB-';

   -- $33.6 million series 2010, affirmed at 'BB-'.

The Rating Outlook is revised to Stable from Positive.

Rating Rationale:

   -- The Outlook revision to Stable reflects continued softness
      in the housing market combined with a rising rate of
      attrition caused average occupancy in FVS's independent
      living units (ILUs) to decline to 80.5% in fiscal 2011 from
      82.6% in the year earlier period.

   -- FVS's liquidity metrics are reflective of the rating level,
      with 254 days of cash on hand (DCOH), a 3.5 times(x) cushion
      ratio and cash to long-term debt of 26.6% at fiscal year-end
      2011 (March 31).

   -- Operating profitability improved in 2011 due to stringent
      expense control and improved payor mix in skilled nursing
      resulting in revenue only coverage of maximum annual debt
      service (MADS) of 1.0x.

   -- Despite solid coverage of 1.64x in 2011, FVS is highly
      leveraged as indicated by MADS being 17.5% of fiscal 2011
      revenues.

Key Rating Drivers:

   -- Evidence of stability in ILU occupancy and solid entrance
      fee receipts, which would generate improved liquidity and
      profitability measures.

Security:

The 2010 bonds are secured by a pledge of gross revenues, a
mortgage interest in the property and improvements of the
obligated group and a debt service reserve fund.

Credit Summary:

The Outlook revision to Stable from Positive reflects the impact
that ongoing weakness in area home values and an increased
attrition rate -- to 84 in 2011 from 75 in 2010 -- has had on
FVS's overall occupancy. During fiscal 2011, occupancy in the 461
Bridgegate apartments slipped to 77% from 80.5% in fiscal 2010 as
the number of move outs jumped to 65 in 2011 from 48 in the prior
year. Similarly, occupancy in the 170 Bridgewater Place apartments
slipped to 143 units (84%) at March 31, 2011 from 147 (86%) at
March 31, 2010 as move outs increased to 22 units from 16 units in
the prior year. Still, attrition from the ILUs has fed the rest of
the continuum, and total occupancy across all units dropped only
0.6% from 2010 to 2011. While total sales slipped a bit in fiscal
2011 to 134 from 144 in 2010, lead generation remains solid and
Fitch expects that projected move-ins and entrance fee receipts
for the first quarter of 2012 will be solid.

The 'BB-' rating reflects FVS's light liquidity, and heavy debt
burden which are tempered by adequate debt service coverage and
improved operating profitability. At March 31, 2011, FVS had
unrestricted cash and investments of totaling $28.8 million which
translates to 254 DCOH, a cushion ratio of 3.5x and cash to long-
term debt of 26.6%. MADS of $8.3 million equates to a high 17.5%
of fiscal 2011 revenues. However, coverage of MADS was a solid
1.64x (1.8x including initial entrance fees) in fiscal 2011 due to
improved operating profitability and adequate unit sales and net
entrance fee receipts. In fact, revenue only coverage improved to
1.0x in fiscal 2011 from 0.9x in the prior year reflecting
stringent expense control and improved census in the skilled
nursing facility.

While Fitch remains cautious about further softness in the local
housing market and the rising rate of attrition, the Stable
Outlook is supported by improvement in core operating
profitability as well as solid turnover entrance fee receipts.
Upward movement in the rating will be precluded until Fitch sees
evidence of stability in overall campus occupancy.

Fitch's analysis and associated ratios reflect FVS as the sole
member of the obligated group, and excludes the debt and
operations of Greenfields of Geneva, a non-obligated entity that
issued approximately $110 million in long-term debt in November
2010 to finance construction of a new continuing care retirement
community (CCRC) located in Geneva, IL. Fitch believes the
potential impact to FVS from non-obligated entities to be
negligible. Both Greenfields and FVS share a common parent,
Friendship Senior Options. Through unaudited year ended March 31,
2011, the obligated group (FVS) represented 56% of total assets
and 99% of total revenues of the consolidated group, as compared
to 95% of total assets and 99% of total revenues through prior
fiscal year 2010.

FVS is a Type B CCRC consisting of 631 independent living
apartments, 28 independent living cottages, 100 assisted living
units (including 25 dementia units) and 248 skilled nursing beds.
The facility is located in Schaumburg, IL, approximately 30 miles
northwest of downtown Chicago. Under its Continuing Disclosure
Agreement, FVS is required to provide annual audited financial
statements within 150 days of each fiscal years end and quarterly
unaudited financial statements with 45 days of each fiscal
quarter-end. Disclosure to date has been excellent and includes
regularly scheduled investor calls.


GARY PHILLIPS: Says Plan In The Works, Opposes Foreclosure
----------------------------------------------------------
Bank of Tennessee; Commercial Bank, Inc.; and The First Bank and
Trust Company ask the U.S. Bankruptcy Court for the Eastern
District of Tennessee to lift the automatic stay in the Chapter 11
case of Gary Phillips Construction, LLC, to protect their rights
to certain properties, whose deeds secure promissory notes
executed by the Debtor in favor of the Banks.

The amount of the notes and the properties are:

   -- Bank of Tennessee: $85,685

      * secured by a first lien deed of trust on the property in
        the 5th Civil District of Carter County, Tennessee, and
        known as Unit D in Building 9 of Lots 7 and 8, Plymouth
        Rock Condominium Subdivision, Unit III;

   -- Commercial Bank: Note 1 = $297,000; Note 2 = $270,000

      * secured by deeds of trust on two partially undeveloped
        tracts of real property in Sullivan County, Tennessee
        known as "Allyson Hills Subdivision Phase IV" and
        "Allyson Hills Subdivision Phase V and Phase VI"

   -- First Bank: $852,125

      * secured with a Deed of Trust encumbering certain real
        property located in Washington County, Tennessee and
        described as 432, 438, 444, 448, 449, and453, Old Grist
        Mill Boulevard, Gray, Tennessee 37615

Bank of Tennessee seek to lift the automatic stay so that it may
exercise its state law remedies against the collateral.
Commercial Bank wants to pursue a power of sale foreclosure.
First Bank -- if the automatic stay is not lifted -- seeks an
order compelling the Debtor to adequately protect its interest in
the Debtor's property.

The Banks generally contend that the Debtor has no means of
developing the Properties and sell them for prices above the
amounts above the amounts owed.

In response, the Debtors asks the Court not to grant the Banks'
requests.  The Debtor asserts that it needs its properties for an
effective reorganization and that it is in the process of making a
Chapter 11 Plan, which provides a means of payment for the amounts
it owed to the Banks.

The Debtor also assures the Court that it has the means and
capability to develop, market, and sell the Properties.

The Court will hold a hearing on the matters on July 28, 2011.
Counsel for the parties will file joint statements setting forth
any stipulations and all factual and legal issues to be decided by
the Court and along with any briefs by July 25, 2011.

                  About Gary Phillips Construction

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

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


GENERAL MOTORS: Fitch Rates $500-Mil. Unsecured Debt at 'BB-'
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to General Motors
Financial Company, Inc.'s  $500 million unsecured debt issuance.
The issuance has a maturity of June 2018 and a coupon of 6.75%.
Proceeds are expected to be used to retire the $70 million of
outstanding senior notes maturing in 2015 with a coupon of 8.5%,
and for general corporate purposes.

At March 31, 2011, GMF's debt-to-tangible equity ratio amounted to
3.0 times (x), which is well below its historical average of 5.0x-
7.0x. On a pro forma basis, assuming the retirement of the 2015
notes, GMF's leverage would increase to approximately 3.2x
following this issuance.

GMF, based in Fort Worth, Texas, was established in 1992 as a
subprime auto lender, originating contracts by buying loans
primarily from franchised dealers. The company had $8.3 billion of
net finance receivables and $316 million of net leased vehicles as
of March 31, 2011. GMF was purchased by General Motors in October
2010.

Fitch has assigned:

General Motors Financial Company, Inc.

   --Senior debt 'BB-'.

Existing ratings on the issuer are:

General Motors Financial Company, Inc.

   -- Long-term IDR 'BB-'; and

   -- Senior debt 'BB-'.

The Rating Outlook is Stable.

Existing ratings for General Motors Company are:

General Motors Company

   -- Long-Term IDR 'BB-'; and

   -- Preferred stock 'B-'.

General Motors Holdings LLC

   -- Long-Term IDR 'BB-'; and

   -- Secured revolving credit facility 'BB+'.

   -- The Rating Outlook is Stable.


GOLD HILL: Fifth Third Wants Stay Lifted to Pursue Helda Suit
-------------------------------------------------------------
Fifth Third Bank asks U.S. Bankruptcy Court for the District of
South Carolina, Spartanburg Division, to lift the automatic stay
in the Chapter 11 cases of Gold Hill Enterprises, LLC.

Fifth Third Bank is successor by merger to First Charter Bank.
Fifth Third is the holder of a promissory note executed by the
debtor, through R. Shawn Helda, on July 6, 2006 in the original
principal amount of $950,000.  The Note evidences funds that First
Charter Bank provided to Debtor pursuant to an October 5, 2004
Loan Agreement.

The Note is secured by a mortgage encumbering a tract of land in
York County, South Carolina.  Fifth Third properly perfected its
lien on the collateral by recording a mortgage in the York County
Registry.  The total balance due under the Note was $1,022,949 as
of the Petition Date.

Fifth Third filed an action to collect the indebtedness evidenced
by the Note in a lawsuit originally styled "Fifth Third Bank, N.A.
v. R. Shawn Helda, West Winds Enterprises, LLC, West Winds
Enterprises II, LLC, Gold Hill Enterprises, LLC, Helda
Enterprises, L.P. and Corinthian International, Inc." and now
styled "Fifth Third Bank and SOF-VIII-FT Helda, LLC v R. Shawn
Helda, West Winds Enterprises, LLC, West Winds Enterprises II,
LLC, Helda Enterprises, L.P. and Corinthian International, Inc."
(10 CVS 278) in the General Court of Justice of Cabarrus County,
North Carolina, Superior Court Division.

R. Shawn Helda, Corinthian International, Inc. and Helda
Enterprises, L.P., are guarantors of the Gold Hill indebtedness.

Fifth Third subsequently filed an action to judicially foreclosure
the Mortgage in the Court of Common Pleas of the Sixteenth
Judicial Circuit in York County, South Carolina styled "Fifth
Third Bank, N.A. v. Gold Hill Enterprises, LLC, the National Bank
of South Carolina, Landmark Plaza, Inc. and Jennings Enterprises"
(20-CP-46-00620).  Fifth Third's Complaint in the South Carolina
Foreclosure Action makes express reference to the North Carolina
Collection Action and does not seek collection of the Note
balance.

Gold Hill's bankruptcy petition stays Fifth Third's prosecution of
the North Carolina Collection Action against Gold Hill.  Fifth
Third's claims against the Guarantor-Defendants are not stayed.
The case is currently scheduled for trial on September 26, 2011.

Fifth Third also asserted alternative claims in the North Carolina
Collection Action seeking compensatory and punitive damages
against R. Shawn Helda in the event it is judicially determined he
executed the Note without Gold Hill's legal authorization.

Fifth Third has filed a proof of claim alleging it is a secured
creditor based on the Note and Mortgage.  Gold Hill recently filed
an amended schedule disputing Fifth Third's Note claim in its
entirety.

Gold Hill and Fifth Third conducted written discovery and
participated in a court-ordered mediation in the North Carolina
Collection Action prior to Gold Hill's bankruptcy filing.

The goals of judicial economy and consistent verdicts will be
served if the stay is lifted to allow (i) Fifth Third's claims
against Gold Hill, (ii) Gold Hill's Counterclaims, (iii) Fifth
Third's claims against the Guarantor-Defendants, and (iv) Gold
Hill's cross-claims against the Guarantor-Defendants to be
determined in one forum in a single action, W. Keith Martens,
Esq., at Hamilton Martens & Ballou, LLC, in Rock Hill, South
Carolina, asserts.

Fifth Third, Mr. Martens adds, also does not have, and has not
been offered, adequate protection within the meaning of Section
361 of the Bankruptcy Code for its interest in the collateral.
The automatic stay, he insists, should be lifted for cause
pursuant to Section 362(d)(1).

The Debtor, according to Mr. Martens, does not have any equity in
the collateral and the collateral is not necessary to an effective
reorganization.

Fifth Third is represented by:

         W. Keith Martens, Esq.
         HAMILTON MARTENS & BALLOU, LLC
         P.O. Box 10940
         Rock Hill, South Carolina 29731
         Tel: (803) 329-7672
         E-mail: kmartens@hmandb.com

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  Barbara
George Barton, Esq., at Barton Law Firm, P.A., serves as the
Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $11,938,596 in total assets and $7,351,872 in total
debts.


GOLDENPARK LLC: Taps Levene Neale as Bankruptcy Counsel
-------------------------------------------------------
Goldenpark LLC asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Levene, Neale,
Bender, Yoo & Brill LLP as its bankruptcy counsel.

The hourly rates of the firm's personnel are:

  Attorneys                               Hourly Rates
  ---------                               ------------
  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
  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.                 $375
  Lindsey L. Smith, Esq.                  $275

  Paraprofessionals                       $195

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

                       About Goldenpark LLC

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

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  The Debtor estimated
$10 million to $50 million in both assets and debts as of the
Chapter 11 filing.


GOLDENPARK LLC: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Goldenpark LLC submitted its schedules of assets and liabilities
to the U.S. Bankruptcy Court for the Central District of
California, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $24,000,000
  B. Personal Property               180,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,943,765
  E. Creditors Holding
     Unsecured Priority
     Claims                                         1,044,745
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                --
                                ------------     ------------
        TOTAL                    $24,180,000      $22,232,584

A full-text copy of the Summary of Schedules is available for free
at http://bankrupt.com/misc/GOLDENPARK_schedules.pdf

                       About Goldenpark LLC

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

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  Levene Neale Bender Rankin
& Brill LLP serves as the Debtor's counsel. The Debtor estimated
$10 million to $50 million in both assets and debts as of the
Chapter 11 filing.


GSC GROUP: U.S. Trustee Blasts $1-Mil. Bonus for GSC Head
---------------------------------------------------------
The U.S. trustee monitoring GSC Group Inc.'s Chapter 11 proceeding
blasted a proposed $1 million bonus for the insolvent investment
Company's president.

According to Bankruptcy Law360, the proposed payout to Peter R.
Frank should be nixed by the bankruptcy judge because the lavish
bonus is not consistent with the Company's past practices and
inappropriately rewards Frank for the sale of GSC's assets to
Black Diamond Capital Management LLC, claims U.S. Trustee Tracy
Hope Davis.

The U.S. Trustee, Dow Jones' DBR Small Cap reports, claims the
proposed $1 million incentive is wrongly tied to "a goal easily"
within the hedge-fund manager's grasp: its pending sale.

The U.S. Trustee contends the $1 million would seem to merely
serve to ensure GSC President Peter Frank doesn't leave the
company, an example of a so-called "pay to stay" plan that's
generally barred under the Bankruptcy Code, according to Dow
Jones' Daily Bankruptcy Review.

DBR said Chapter 11 trustee James L. Garrity Jr. filed the bonus
request with the bankruptcy court last month, citing the
"invaluable assistance" that Mr. Frank has provided and will
continue to provide as he picks up the effort to close the
proposed asset sale to Black Diamond.  The Troubled Company
Reporter ran stories on the proposed sale in its June 9 and 10
editions.

The Bankruptcy Court will hold a preliminary hearing on the sale
June 29.  It will take up the bonus proposal Wednesday, according
to DBR.

                         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.


HANCOCK BANK: Moody's Downgrades Rating After Whitney Acquisition
-----------------------------------------------------------------
Moody's Investors Service downgraded the long-term and short-term
ratings of Hancock Holding Company (Hancock; long-term issuer to
Baa1 from A2) and its subsidiaries, including its lead bank,
Hancock Bank (unsupported bank financial strength to C from B-,
and its stand-alone Baseline Credit Assessment (BCA) and the
Adjusted BCA to A3 from A1, long-term deposits to A3 from A1,
short-term to Prime-2 from Prime-1), following the completion of
its acquisition of Whitney Holding Corporation (Whitney). The
ratings outlook is stable.

As a result of the acquisition Moody's confirmed the ratings of
Whitney (long-term issuer Baa1) and its lead bank, Whitney
National Bank (long-term deposits A3, short-term Prime-2). The
outlook for Whitney and its lead bank is also stable.

The rating actions conclude the rating reviews that began when the
acquisition was announced on December 22, 2010. As a result of
these rating actions, Hancock's ratings are positioned at the same
level as the median rated US bank.

RATINGS RATIONALE

Moody's said the magnitude of the downgrade of Hancock's ratings
reflects the challenges inherent in acquiring a comparatively
large and troubled bank. In Whitney, Hancock is buying a bank that
lost money in each of the past two years, has weak pre-provision
earnings power, and continues to have a high level of
nonperforming assets. Moreover, when these attributes are combined
with the fact that Whitney is 40% larger than Hancock, Moody's
believes that this results in an integration that could be
particularly difficult to manage. Moody's also believes that on a
go-forward basis this will make it particularly challenging for
Hancock to successfully instill its credit culture into the
Whitney franchise -- a key element in the combined firms future
performance.

Moody's added that on an aggregate basis its estimates of the
remaining losses on Whitney's portfolio is roughly equivalent to
the loan mark the Hancock has taken on those assets. Positively.
the rating agency also noted that Hancock's capital position
should be sufficient to absorb credit costs under both expected
and stressed scenarios, which supports the stable outlook.

Regarding the combined entity's earnings power, the rating agency
notes Hancock's plans to achieve revenue synergies as well as
reduce the non-interest component of its expense base should help
to address Whitney's relatively high expense base as well as it
relatively low percentage of noninterest income. Nevertheless,
Moody's notes that Hancock's profitability will also be challenged
by revenue pressures from both regulatory headwinds and the
potential for limited loan portfolio growth in a period of
heightened competitive pressure, weak loan demand, and its need to
manage its sizeable portfolio of troubled credits.

Moody's last rating action on Hancock and Whitney was on December
22, 2010 when Moody's placed all long-term and short-term ratings
of Hancock Holding Company and its subsidiaries under review for
possible downgrade. In a related action, Moody's changed its
review on Whitney Holding Corporation, and its subsidiary, Whitney
National Bank, to rating under review for possible upgrade. Prior
to the announcement on December 22, 2010, Whitney's long-term
ratings had been under review for possible downgrade.

The principal methodologies used in rating this issuer were
Moody's "Bank Financial Strength Ratings: Global Methodology",
published in February 2007, "Incorporation of Joint-Default
Analysis into Moody's Bank Ratings: A Refined Methodology",
published in March 2007, and "Moody's Guidelines for Rating Bank
Hybrid Securities and Subordinated Debt", published in November
2009. These methodologies are available on href="www.moodys.com;" target=_new>http://www.moodys.com">www.moodys.com;in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Hancock Holding Company is headquartered in Gulfport, Mississippi
and reported assets of $8.3 billion at March 31, 2011. Whitney
Holding Corporation is headquartered in New Orleans, Louisiana and
reported assets of $11.5 billion at March 31, 2011.

Downgrades:

   Issuer: Hancock Bank

   -- Bank Financial Strength Rating, Downgraded to C from B-

   -- Issuer Rating, Downgraded to A3 from A1

   -- OSO Rating, Downgraded to P-2 from P-1

   -- Deposit Rating, Downgraded to P-2 from P-1

   -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A1

   -- Senior Unsecured Deposit Rating, Downgraded to A3 from A1

   Issuer: Hancock Bank of Louisiana

   -- Bank Financial Strength Rating, Downgraded to C from B-

   -- Issuer Rating, Downgraded to A3 from A1

   -- OSO Rating, Downgraded to P-2 from P-1

   -- Deposit Rating, Downgraded to P-2 from P-1

   -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A1

   -- Senior Unsecured Deposit Rating, Downgraded to A3 from A1

   Issuer: Hancock Holding Company

   -- Issuer Rating, Downgraded to Baa1 from A2

Outlook Actions:

   Issuer: Hancock Bank

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Hancock Bank of Louisiana

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Hancock Holding Company

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Whitney Holding Corporation

   -- Outlook, Changed To Stable From Rating Under Review

   Issuer: Whitney National Bank

   -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

   Issuer: Whitney Holding Corporation

   -- Issuer Rating, Confirmed at Baa1

   Issuer: Whitney National Bank

   -- Bank Financial Strength Rating, Confirmed at C

   -- Issuer Rating, Confirmed at A3

   -- Deposit Rating, Confirmed at P-2

   -- OSO Senior Unsecured OSO Rating, Confirmed at A3

   -- Subordinate Regular Bond/Debenture, Confirmed at Baa1

   -- Senior Unsecured Deposit Rating, Confirmed at A3


HASSEN REAL ESTATE: Meeting of Creditors Continued Until June 29
----------------------------------------------------------------
The U.S. Trustee for Region 16 has continued until June 29, 2011,
at 2:00 p.m., the meeting of creditors in the Chapter 11 case of
Hassen Real Estate Partnership.  The hearing will be held at the
Office of the U.S. Trustee, 725 South Figueroa Street, Room 2610
Los Angeles, California.

                     About Hassen Real Estate

Hassen Real Estate Partnership and affiliate Eastland Tower
Partnership are each engaged in the business of commercial real
estate development and operation in West Covina, California.  HREP
owns and operates a retail/office center known as the West Covina
Village Shopping Center, while ETP owns and operates an office
tower known as the Wells Fargo Bank Tower.

HREP filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-25499) on April 10, 2011.  Christine M. Pajak,
Esq., and Marina Fineman, Esq., and Theodore B. Stolman, Esq., at
Stutman, Treister & Glatt Professional Corporation, in Los
Angeles, serve as the Debtor's bankruptcy counsel.  The Debtor
disclosed assets of $678,442 plus undetermined & unliquidated
amounts and liabilities of $42,583,574 as of the Chapter 11
filing.

ETP (Bankr. C.D. Calif. Case No. 11-25500) simultaneously filed a
separate Chapter 11 petition.


HAWKS PRARIE: Court Enters Plan Confirmation Order
--------------------------------------------------
Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western
District of Washington, at Tacoma, confirmed the Second Amended
Plan of Reorganization of Hawks Prairie Investment, LLC, on
June 8, 2011.

The Court finds the Plan is feasible, that a substantial
likelihood exists that the estate will be able to satisfy its
obligations under the Plan, and that each class of claims and
interests is either unimpaired, has accepted the Plan by requisite
majorities pursuant to Section 1126, or that the holders of claims
in that class will receive under the Plan an amount not less than
that that holder would receive if the Debtor was liquidated under
Chapter 7 of the Bankruptcy Code.

As between the Debtor and Home Street Bank only, the deadline for
the sale of the Property as set forth in the Plan is extended to
the date 30 days after resolution of the pending adversary
proceeding filed against Anthony Glavin, Howard Talbitzer, et al.,
under Adversary Proceeding No. 10-04422-BDL, or March 15, 2012,
whichever occurs first.

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

                  About Hawks Prairie Investment

Olympia, Washington-based Hawks Prairie Investment LLC owns real
property in Thurston County, Washington.  It filed for Chapter 11
bankruptcy protection (Bankr. W.D. Wash. Case No. 10-46635) on
Aug. 13, 2010.  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, represents the Debtor.  The Company disclosed $89,000,071 in
assets and $44,778,104 in liabilities as of the Chapter 11 filing.

An affiliate, Pacific Investment Group LLC, filed a separate
Chapter 11 petition (Bankr. W.D. Wash. Case No. 09-47915) on
Oct. 22, 2009.

The U.S. Trustee was unable to form a committee of unsecured
creditors in the Debtor's case.


HEARUSA INC: Demant-Led Auction Set for July 29
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HearUSA Inc. was authorized last week to hold an
auction on July 29 testing whether the best offer for the business
is from William Demant Holdings A/S.  Demant, based in Denmark,
has an agreement to buy the business for $80 million.  If it's
outbid, Demant's consolation prize will be a $2 million breakup
fee.  Demant is supplying $10 million in financing for the Chapter
11 case and can use the debt as currency to pay the purchase
price.  Other bids are due July 21.  The hearing for approval of
the sale will take place Aug. 1.

                         About HearUSA

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

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


HELIX ENERGY: Moody's Assigns Ba2 Rating to New Credit Facility
---------------------------------------------------------------
Moody's assigned a Ba2 rating to Helix Energy Solutions Group,
Inc.'s amended senior secured credit agreement. The B2 Corporate
Family Rating , B3 senior unsecured note rating, and stable
outlook were not affected. Helix announced that it increased the
size of its revolving credit facility to $600 million from $435
million and pushed out the maturity date until July 1, 2015. In
addition, Helix used the revolving credit facility to pay down
$109 million of its term loan reducing the balance to $300 million
while extending its maturity for two years until July 1, 2015. The
revolving credit facility and term loan maturity dates will
automatically extend to January 1, 2016 and July 1, 2016,
respectively, if the $550 million senior unsecured notes due 2016
are refinanced prior to July 1, 2015.

RATINGS RATIONALE

Helix continues to experience weakness in its contract services
business in the Gulf of Mexico primarily due to the slow-down in
the issuance of drilling permits and general activity levels post-
Macondo. This weakness has been more than offset by the strong
performance by its oil and gas operations. In 2011, Helix expects
the oil and gas business to generate the majority of the company's
EBITDA. Production increased to 27,000 BOE per day in the first
quarter of 2011 with the commencement of production in the Phoenix
Field, and further increases are expected in the second quarter
when the Little Burn Field comes on line. Nearly two-thirds of
Helix's production is oil versus natural gas which, because of
strong oil prices, is another contributing factor to the increase
in cash flow being generated by the oil and gas business. Moody's
expects the sale of the oil and gas business to be deferred until
the pace of drilling in the Gulf of Mexico improves as
approximately 60% of Helix's proved reserves are undeveloped.

With the credit facility re-financing, the amount of debt
outstanding did not change, although the increase in the revolving
credit facility will provide additional liquidity. However,
liquidity has not been a rating concern as the company has cash
balances in excess of $400 million and Moody's expects that the
company will generate free cash flow after capital expenditures in
2011 and 2012.

The build-up in liquidity could be a signal that the company
intends to pursue a sizeable acquisition or order a new vessel in
the not too distant future. Should such an event transpire,
Helix's rating will be re-assessed based on the merits of the
transaction. The rating could be moved higher with the sale of the
oil and gas properties if the proceeds are used to reduce debt.

The Ba2 rating for the senior secured credit facility is three
notches higher than the B2 CFR due to the uplift provided by the
senior unsecured notes and convertible senior notes in the
company's capital structure. Should the senior convertible notes
get converted or redeemed, the senior secured rating, as well as
the senior unsecured rating, could be notched one level lower than
their current ratings.

Despite its significant oil and activities, Moody's views Helix's
primary business to be oilfield services. Therefore, Moody's uses
Moody's Global Oilfield Services Rating Methodology Grid to
evaluate Helix's credit metrics. Using the LTM information as of
March 31, 2011, the methodology grid rates Helix at B1, or one
notch higher than the B2 assigned CFR.

The principal methodology used in rating Helix was the Global
Oilfield Services Rating Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Helix Energy Solutions Group, Inc. is headquartered in Houston,
Texas.


HSMC CORP: S&P Affirms Counterparty Credit Rating at 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on HMSC
Corp., the intermediate holding company of Swett & Crawford Group
Inc., to negative from stable. Standard & Poor's also said that it
affirmed its 'B-' counterparty credit rating on HMSC and its 'B-'
and 'CCC' senior debt ratings on HMSC's first- and second-lien
senior secured notes.

The revised outlook reflects Standard & Poor's opinion that HMSC
might not meet its stated expectations for 2011 and 2012 because
Swett & Crawford's wasn't granted the "preferred wholesaler"
status with Aon Corp., its largest customer, which has resulted in
the potential deterioration of HMSC's competitive and earnings
profile. In addition, HMSC's coverage metrics are starting to
mirror those of its lower rated peers'. In first-quarter 2011, the
company's adjusted EBITDA fixed-charge coverage was about 2x.
HMSC's operating and coverage metrics will likely deteriorate
further in 2011 if the company is unable to retain its producers -
- particularly those with a revenues concentration with Aon -- and
improve its growth potential. "The outlook revision also stems
from our view of HMSC's competitive position in the wholesale
insurance brokerage market, which, though solid, has deteriorated
somewhat relative to its peers'," S&P stated.

The counterparty credit rating reflects HMSC's highly leveraged
capital structure, limited financial flexibility, and low-quality
balance sheet, which resulted from a large amount of intangibles.
In addition, HMSC is more susceptible to the vagaries of
underwriting cycles than its peers because it has less earnings
diversification, and the wholesale brokerage space has
experienced increased competition.

Partially offsetting these negative factors are HMSC's solid
competitive position as a leading wholesale insurance broker in
the U.S., its seasoned management team, which has historically
delivered strong operating margins, and its positive cash flow.

Standard & Poor's expects that HMSC's organic revenue growth will
be flat at best for 2011 and decline marginally in 2012. "Our
views reflect the fact that Swett & Crawford's wasn't granted the
"preferred wholesaler" status with its largest customer Aon Corp.,
the increasing competition in the wholesale insurance brokerage
market, and the pressure from softening rates for the casualty
lines of business. We also expect that HMSC's EBITDA margin will
be at about 20% in 2011 and remain supportive of the ratings. HMSC
will likely continue to generate positive cash from operations in
2011. However, the level might not be as strong as the historical
level. The company will likely maintain a minimum cash balance of
$15 million in unrestricted cash on its balance sheet," S&P
related.

S&P stated, "We could lower the ratings if HMSC is unable to meet
our performance expectations for the current rating levels, which
include adjusted EBITDA fixed-charge coverage of at least 1.3x.
The ratings could also come under pressure, particularly if the
company is unable to retain its producers (specifically those with
a revenues concentration with Aon) and improve its growth
potential; or if it continues to experience margins compression,
which precipitates unsatisfactory coverage metrics. If the company
is able to improve its financial profile materially, we could
consider revising the outlook to stable."


INTERNATIONAL GARDEN: Garden Alive Has Until June 30 to Close Sale
------------------------------------------------------------------
Garden Alive Inc. has until June 30, 2011, to close its purchase
of substantially all of the assets of International Garden
Products, Inc., and its debtor affiliates.

Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware, on May 23, authorized the Debtors to proceed with the
sale of substantially all of their assets to Gardens Alive and
approved the asset purchase agreement between the Debtors and
Garden Alive.

As reported in the May 26, 2011 edition of the Troubled Company
Reporter, at the May 17 auction, Gardens Alive came out the top
bidder when it increased the cash portion of the purchase price by
$600,000.  Before the auction, Gardens Alive was the stalking
horse with a contract for $26.7 million.  Proceeds from the sale
will go to secured creditors, except for money set aside to pay
professionals in the Chapter 11 case.  In addition, Gardens Alive
is providing an extra $250,000 for unsecured creditors for
supporting the sale.

The Court held that the assumption and assignment of the
agricultural lease for 1,054.41 farmable acres, dated Jan. 1,
2008, with Eugene LeRoy Trust, represented by Deutsche Bank
National Trust Company, is conditioned upon Garden Alive's
delivery to Deutsche Bank of a form of guaranty of the Purchaser's
obligations under the lease.  In addition, the Purchaser will be
responsible for making the payment of $35,147 that is due to
Deutsche Bank on June 1, 2011, in connection with the lease and
each payment that is due Deutsche Bank under the lease thereafter.

The Court also held that, at closing, proceeds of the sale of the
acquired assets in the amount of $129,833 will be segregated and
immediately paid over to Wilbur-Ellis Company to satisfy its
allowed secured claim and lien.

Proceeds of the sale will also be paid to the DIP Agent.
LeClairRyan, legal counsel to the Official Committee of Unsecured
Creditors, and other professionals will also receive payment.

Iseli Weeks Holdings, Inc., is designated and approved as back-up
bidder for the Debtors' assets.  The Debtors may close a sale with
IWH in accordance with the bid package IWH submitted on May 18
when the Purchaser fails to close the contemplated sale
transaction in the required timeframe.  If the Purchaser's Closing
does not take place by June 30, 2011, IWH will receive the return
of its deposit.

A full-text copy of the Sale Order, dated May 23, 2011, and the
APA is available for free at:

                http://ResearchArchives.com/t/s?763b

                     About International Garden

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-13207) on
Oct. 4, 2010.  International Garden estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr.
D. Del. Case No. 10-13208), California Nursery Supply (Case No.
10-13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old
Skagit, Inc. (Case No. 10-13211).


INTERNATIONAL GARDEN: Court Approves Deal with Creditors' Panel
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the settlement entered into between
International Garden Products, Inc., and its debtor affiliates and
the Official Committee of Unsecured Creditors.

The settlement resolves certain disputes, objections and issues in
the Debtors' cases including with respect to the Debtors' motion
to sell all or substantially all of their assets and the Debtors'
motion for authority to implement a key employee incentive plan to
incentivize certain critical employees whose continued service is
particularly important to the sale of the Debtors' assets.

                     About International Garden

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-13207) on
Oct. 4, 2010.  International Garden estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr.
D. Del. Case No. 10-13208), California Nursery Supply (Case No.
10-13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old
Skagit, Inc. (Case No. 10-13211).


JOHNSON BROADCASTING: Chapter 11 Plan Declared Effective
--------------------------------------------------------
Johnson Broadcasting, Inc., et al., notified the U.S. Bankruptcy
Court for the Southern District of Texas, that the effective date
of their First Amended Chapter 11 plan occurred on April 26, 2011.

As reported in the Troubled Company Reporter on April 18, 2011,
the Hon. Jeff Bohm confirmed on April 11 the Debtors' plan.  The
Plan provides for the waterfall distribution of the sale proceeds
from the sale of assets of JBI and JBD.  The Debtors reserve their
right to take any necessary actions, seeking to pay in full
secured claims attaching to the property immediately after
the closing of the sale without the necessity of confirmation of
the Plan or the conclusion of any other pending or proposed sales
of the Debtors' assets.

Each holder of an allowed general unsecured claim will receive its
pro rate share up to the allowed amount of the claimant's allowed
claim.

All distributions under the Plan will be made by the Plan agent.

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

A full-text copy of the Confirmation Order is available for free
at http://ResearchArchives.com/t/s?75ab

                    About Johnson Broadcasting

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Closely held Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. filed separate petitions for Chapter
11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583
and 08-36585, respectively).  Johnson sought Chapter 11 protection
in October 2008 when the lessor of equipment sought to foreclose.
The controlling shareholder, Douglas R. Johnson, also filed in
Chapter 11 (Bankr. S.D Tex. Case No. 08-35584).

John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors.  In its schedules, Johnson Broadcasting Inc.
disclosed total assets of $7,759,501 and total debts of
$14,232,988.


KIK CUSTOM PRODUCTS: Moody's Affirms Caa1 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of KIK Custom
Products, Inc., including the company's Caa1 Corporate Family and
Probability of Default ratings and its Caa2 second lien term loan
rating. Moody's also upgraded the company's senior secured first
lien debt to B2 from B3. The outlook is stable.

"KIK's operating performance, leverage and credit metrics are
likely to be challenged in the near term because of escalating raw
material costs," says Moody's Vice President and Senior Credit
Officer Janice Hofferber. "Although earnings improvements from a
series of company-wide restructuring initiatives and better
product mix under its Custom division could partially offset the
effects of input cost inflation, Moody's believes that credit
metrics will likely deteriorate in the next twelve months," adds
Ms. Hofferber. The ratings upgrade to B2 on the senior secured
first lien debt reflect changes in the relative mix of the
company's capital structure.

RATINGS RATIONALE

KIK's Caa1 rating is driven by its high leverage of over 7.7 times
(for the LTM period ending April 2, 2011), its participation in
the highly competitive bleach segment, and its relatively weak
pricing flexibility due to the presence of a significantly larger,
better resourced branded competitor. Despite the less
discretionary nature of many of its products, revenue growth may
be more challenging and profit margins will likely decline as raw
material costs remain high and U.S. economy remains challenged.
Moreover, restructuring costs from efficiency initiatives and the
closing of facilities could affect profitability in the short
term. As a result, Moody's expects the company's credit metrics to
deteriorate over the next twelve months with leverage likely to
exceed 9.0 times. Notwithstanding these concerns, the rating is
supported by the company's approximately 30% share of the domestic
retail bleach market, its position as the largest contract
manufacturer for major consumer product companies, a diverse
customer base, the vertical integration of its bleach
manufacturing facilities, the relative stability of its end
markets, and significant barriers to entry, enhanced by a non-
compete agreement with private-label competitors.

A significant deterioration in operating performance, demonstrated
by volume declines and margin contraction such that debt-to-EBITDA
approaches 10 times or free cash flow turns negative, could lead
to a downgrade. A materially negative change in the company's
liquidity profile, including reduced financial covenant cushion,
could also lead to a downgrade.

An upgrade for KIK could be merited once the company proves its
ability to generate sustainable positive free cash flow and reduce
leverage well below 9.0 times, signifying a sustainable capital
structure.

These ratings of KIK were affirmed/LGD assessments revised:

- Corporate Family Rating of Caa1;

- Probability of Default Rating of Caa1; and

- $235 million senior secured second lien term loan due November
  2014 at Caa2 (LGD5, 76%).

These ratings of KIK were upgraded/LGD assessments revised:

- $55 million senior secured revolving credit facility due 2013 to
  B2 (LGD3, 30%) from B3 (LGD3, 33%); and

- $410 million first lien senior secured term loan due 2014 to B2
  (LGD3, 30%) from B3 (LGD3, 33%).

The principal methodology used in rating KIK Custom Products, Inc.
was the Global Packaged Goods Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Ontario, Canada, KIK Custom Products Inc.
manufactures a variety of household cleaning, personal care, over-
the-counter and prescription drug product lines. The private label
bleach business manufactures retail-branded bleach and other
household liquid cleaners for a wide variety of supermarket
companies and other mass merchandisers, while the contract
manufacturing business primarily produces aerosol and liquid
products for leading branded consumer product companies. The
company established operations in 1991 as a supplier of retailer
branded bleach to large retailers including Wal-Mart, but expanded
through acquisitions. The 2005 acquisitions of CCL Custom
Manufacturing and APG Group were platforms for expansion into
contract manufacturing. KIK is wholly-owned by entities controlled
by Caxton-Iseman, L.P. and Caxton-Iseman II, L.P. The company
reported sales of approximately $1.2 billion for the last twelve
month period ended April 2, 2011.


LADY FOREST: Converted to Ch. 7; Creditors Meeting on July 8
------------------------------------------------------------
On May 24, 2011, the U.S. Bankruptcy Court for the Southern
District of Mississippi approved a request by Lady Forest Farms,
Inc., to convert its Chapter 11 bankruptcy case to Chapter 7
liquidation.

J. Stephen Smith was named Chapter 7 trustee.

The trustee is represented by:

         Eileen N. Shaffer, Esq.
         P. O. Box 1177
         Jackson, MS 39215-1177
         Tel: (601) 969-3006
         Fax: (601) 949-4002
         E-mail: enslaw@bellsouth.net

The Chapter 7 trustee has also obtained approval to hire Stephen
Smith & Company, P.C., as his certified public accountant to
perform accounting services as may become necessary to finalize
matters pertaining to the bankruptcy estate.

A meeting of creditors in the Chapter 7 case is scheduled for July
8, 2011 at 11:30 a.m. at 341 Mtg - Jackson U.S. Courthouse Suite.

Proofs of claim due by Oct. 8, 2011.  Governmental entities must
submit their proof of claim by Nov. 20, 2011.

                             Foreclosure

On May 13, 2011, Porter Capital Corporation filed a motion asking
the bankruptcy court to lift the automatic stay in the Chapter 11
case of Lady Forest Farms to permit it to foreclose and proceed
against the Debtor's property.

Porter Capital made available to the Debtor a $1 million line of
credit in February, with the debt secured by virtually all of the
Debtor's personal property.  The lender said there is no
reasonable likehood that the Debtor will be able to effectively
reorganize its business, as evidenced by the fact that the Debtor
ceased operations, she adds.

Judge Neil P. Olack extended the stay until the conclusion of the
final hearing and a determination by the Court.  He opined that
continuation of the automatic stay will not hinder, burden, delay
Porter Capital's proceeding.

The final hearing is scheduled for June 24, 2011, at 1:00 p.m.

Porter Capital is represented by:

         Heather A. Lee, Esq.
         D. Christopher Carson, Esq.
         Marc P. Solomon, Esq.
         BURR & FORMAN LLP
         420 N 20th Street, Suite 3400
         Birmingham, Alabama 35203
         Phone: (205)251-3000
         Fax: (205)458-5100
         E-mail: ccarson@burr.com
                 hlee@burr.com
                 msolomon@burr.com

                      About Lady Forest

Forest, Mississippi-based Lady Forest Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 11-
01259) on April 5, 2011.  Affiliate Forest Packing Company filed a
separate Chapter 11 petition (Bankr. S.D. Miss. Case No. 11-00627)
on Feb. 21, 2011.  The Debtors won approval to hire Craig M. Geno,
Esq., at Harris Jernigan & Geno, PLLC, as bankruptcy counsel.
Lady Farms estimated its assets and debts at $10 million to $50
million.


LAKOTA CANYON: Files Schedules of Assets & Liabilities
------------------------------------------------------
Lakota Canyon Ranch Development, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of North Carolina, its
schedules of assets and liabilities, disclosing:

Name of Schedule            Assets             Liabilities
----------------            ------             -----------
A. Real Property            $34,037,043
B. Personal Property           $369,085
C. Property Claimed as
   Exempt
D. Creditors Holding                           $20,015,730
   Secured Claims
E. Creditors Holding                              $276,562
   Unsecured Priority
   Claims
F. Creditors Holding                            $2,708,892
   Unsecured Non-priority
   Claims
                            -----------        -----------
      TOTAL                 $34,406,128        $23,001,184

                          About Lakota Canyon

Lakota Canyon Ranch Development, LLC, based in Wilmington, North
Carolina, develops real property throughout Colorado and manages a
residential condominium and golf course.  It goes by other names
like Lakota Investment Company, LLC; Lakota Canyon Ranch
Recreation Center, LLC; Hyman Street Brownstones II, LLC; Lakota
Canyon Golf Company, LLC; Keator Grove, LLC; and Whitehorse
Village, LLC.

The Company filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 11-03739) on May 13, 2011.  Judge Randy D. Doub presides over
the case.  George Mason Oliver and Oliver & Friesen, PLLC,
represents the Debtor in its restructuring effort.  Kathy Webb has
been assigned as Case Manager.  The Company estimated assets and
debts at $10 million to $50 million.


LAS VEGAS MONORAIL: U.S. Bank Balks at Plan Outline
---------------------------------------------------
Las Vegas Monorail Company submitted to the U.S. Bankruptcy Court
for the District of Nevada on April 27, 2011, a first amended
disclosure statement dated April 27, 2011, in connection with the
solicitation of votes on its First Amended Plan of Reorganization.

The First Amended Disclosure Statement reveals that holders of
general unsecured claims will get their pro rata share of $175,000
or an estimated 80% recovery on their claims.  Holders of about
$450 million in 1st Tier Secured Bonds will receive a replacement
of Cash Pay Notes and CapEx Notes on their bonds.  2nd and 3rd
Tier Bonds will be cancelled, and holders of these bonds will
receive no distribution under the Plan.

The First Amended Disclosure Statement also includes exhibits on
the Plan, a liquidation analysis, financial projections, 2010
financial results, and 2011 partial financial results.

A full-text copy of the April 27 Disclosure Statement is available
for free at http://bankrupt.com/misc/LASVEGASMONORAIL_Apr27DS.pdf

In particular, through the Plan, the Debtor seeks to meet and
harmonize four objectives:

(1) To maximize return to its creditors, in this case the
     Holders of its 1st Tier Bonds and General Unsecured Claims;

(2) To maintain its non-profit status;

(3) To provide the Debtor with the means to operate up to 2019
     while meeting its restructured capital structure; and

(4) To be in a position to qualify and obtain third party grants
     and moneys to expand its system and fund its significant
     CapEx beginning in 2019 so that the Monorail does not
     cease to operate sometime in the next 8 years.

The Debtor desires to achieve these objectives through an
expeditious restructuring of, among other things, its financing
agreement, the 1st Tier Claims, and certain other debt obligations
and other actions.

In a subsequent filing, however, U.S. Bank National Association
complained that the Amended Disclosure Statement accompanies a
reorganization plan that is woefully inadequate and patently
unconfirmable.  "If an underlying plan is unconfirmable, its
accompanying disclosure statement should not be approved," U.S.
Bank asserted in a May 18 court filing.

U.S. Bank serves as successor indenture trustee with respect to
the Las Vegas Monorail Project Revenue Bonds 2nd Tier Series 2000.

Counsel to U.S. Bank, Jeffrey R. Sylvester, Esq., at Sylvester &
Polednack, Ltd., in Las Vegas, Nevada, contended that as written,
the Disclosure Statement (i) does not contain sufficient
information to allow holders of claims to make an informed
decision about the Plan; (ii) does not address how the Plan will
release the 2nd Tier Trustee from future claims; and (iii) does
not correctly describe the 2nd Tier Bonds.  The Plan, he added,
does not provide for the payment of the 2nd Tier Trustee's fees
and expenses.

Accordingly, the U.S. Bank seeks court denial of the Disclosure
Statement.

However, to the extent the Court declines to disapprove the
Disclosure Statement, it should postpone ruling on the Disclosure
Statement Motion until an official committee of unsecured
creditors is appointed, or, at the very least, order the Debtor to
modify the Disclosure Statement to provide the appropriate
disclosures, U.S. Bank asserts.

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LAUREATE EDUCATION: S&P Rates Sr. Secured Credit Facilities at 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Baltimore,
Md.-based Laureate Education Inc.'s amended and restated senior
secured credit facilities. "We assigned the loans an issue-level
rating of 'B' (at the same level as our 'B' corporate credit
rating on the company) with a recovery rating of '4', indicating
our expectation of average (30% to 50%) recovery for lenders in
the event of a payment default. The senior secured facilities
consist of a revolver due 2016 and a term loan due 2018. We expect
proceeds to be used to repay the current revolving credit facility
due 2013 and extend the majority of term loan maturities to 2018
from 2014," S&P related.

The 'B' corporate credit rating and stable outlook remain
unchanged.

Total debt was $3.1 billion at March 31, 2011.

"The 'B' corporate credit rating reflects our expectation that
Laureate's debt leverage will remain high, reflecting the
company's acquisition orientation. We expect debt leverage,
adjusted for operating leases and put options held by the minority
owners, to decline slightly to the high-6x area in 2011, as
EBITDA growth is likely to be partially offset by continued debt-
financed acquisitions," S&P stated.

According to S&P, "We view Laureate's business risk profile as
weak because of the risks inherent in undertaking its rapid
overseas expansion, which involves considerable execution and
country risk, in our view. The company has a highly leveraged
financial profile, in our opinion, because of high debt usage,
modest discretionary cash flow, and $525 million of 11% pay-in-
kind (PIK) toggle notes, which require mandatory cash interest
payments in February 2012."

Liquidity sources include cash balances of $342 million as of
March 31, 2011, and estimated pro forma availability of over $200
million under the extended revolving credit facility due 2016. Pro
forma debt maturities are nominal until $120 million of the PIK
toggle notes come due in 2013 -- and the remaining $391 million of
PIK toggle notes and $260 million 10% senior notes in 2015.
Laureate's flexibility benefits from having no maintenance
financial covenants in its U.S. credit agreement. "We believe that
the company is still interested in growing through acquisitions,
which is likely to keep financial risk high and could consume cash
balances and pro forma revolving credit borrowing availability,"
S&P added.

Ratings List
Laureate Education Inc.
Corporate Credit Rating       B/Stable/--

Ratings Assigned
Laureate Education Inc.
Senior Secured
Extended term loan due 2018   B
  Recovery rating              4
Extended revolver due 2016    B
  Recovery rating              4


LEED CORP: Mitch Campbell Wants Case Dismissed or Converted
-----------------------------------------------------------
Creditor Mitch Campbell asks the U.S. Bankruptcy Court for the
District of Idaho to dismiss, or convert to Chapter 7 liquidation,
the Chapter 11 case of Leed Corporation, et al.,

According to Mr. Campbell:

   -- the Debtors manipulated and overstated real estate values in
      order to deceive lenders, inflate financial statements,
      borrow money and qualify for relief under Chapter 11 of the
      Bankruptcy Code; and

   -- the Debtors in their bankruptcy petition, lists a value for
      112 E. Syringa Loop of $30,000.  On June 8, 2010, an
      appraisal was completed by a licensed real estate appraiser
      who determined the true value market value to be $197,000.
      The Lincoln County assessed value is  $219,220.  In this
      case, the Lincoln assessed value is 11.3 higher than the
      actual value and the Debtor's stated value is 38% higher
      than the Lincoln County assessed value.

                    Creditors Committee Objects

The Official Committee of Unsecured Creditors in the Chapter 11
case of the Debtor, asked that the Court dismiss Mr. Campbell's
motion.

The Committee stated that Mr. Campbell's attempt to tie the Leed
Corporation and Lon Montgomery's present bankruptcies to what
happened 15 years ago is counter-productive and seem to be a
sticking point in Mr. Campbell's mind that the rest of the
creditors are as concerned about as he is.

                     About The Leed Corporation

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

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.

Nathan M. Olsen, Esq., at Petersen, Moss, Hall & Olsen serves as
special co-counsel with respect to the adversary proceeding
due to the complexity of the facts and issues presented in an
adversary complaint.  Jay R. Hartman, and Terri R. Hartman at
Hartman Appraisal & Investments, LLC serves as its appraiser.
W.L. Grigg, ABA serves as accountant.  The Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts in its Chapter 11 petition.

Robert D. Miller, Jr., the U.S. Trustee for Region 18, appointed
three members to the official committee of unsecured creditors.


LEHMAN BROTHERS: LCPI Wants to Impose Stay Against SunCal Entities
------------------------------------------------------------------
Lehman Commercial Paper Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to enforce the automatic stay
to avoid the disallowance of its claims against a group of land
developers.

The move came after the developers, including SunCal Communities
III LLC and SCC Communities LLC, urged a bankruptcy court in
California to disallow the claims filed by LCPI in their Chapter
11 cases.  In asking the California court to approve their
request, the developers argued that they are "merely acting
defensively" to disallow the claims and that the automatic stay
imposed in LCPI's bankruptcy case does not apply.

LCPI filed 14 claims in the California bankruptcy court, which
oversees the SunCal group's Chapter 11 cases, on account of the
$1.7 million loans that the company, along with Lehman ALI Inc.
and other lenders, provided to the group.  The loans are secured
by real estate and other properties owned by the SunCal group.

LCPI's lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in Houston, Texas, said the developers attempt to "disguise their
violations of LCPI's automatic stay as defensive actions not
subject to the stay."

"Regardless of how SunCal characterize the relief they seek or
the form in which they seek it, substantively, SunCal are
attempting to take affirmative actions against LCPI that require
relief from stay," the Lehman lawyer said.  Mr. Perez added that
the New York bankruptcy court remains the "final arbiter of
whether LCPI's stay applies."

                        SunCal Responds

In court papers filed with the New York bankruptcy court, the
SunCal group clarified that it is only asking for the
disallowance of the Lehman claims and has "disavowed any relief
that is violative of any party's automatic stay."

"A claim objection seeking disallowance is purely defensive and
does not and cannot violate the automatic stay," said the group's
attorney, Sean O'Keefe, Esq., at Rus Miliband & Smith, in Irvine,
California.

Mr. O'Keefe pointed out that the filing of claim objections that
seek only the disallowance of claims filed by the claimant in
another court is "not an act to exercise control over the
property of the claimant" but is "equivalent of an answer to the
claimant's proof of claim."

The New York bankruptcy court will hold a hearing on June 15,
2011, to consider approval of LCPI's request.

                     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: LCPI Signs Deal to Permit SunCal to Use Cash
-------------------------------------------------------------
Lehman Commercial Paper Inc. and the SunCal Debtors ask the
United States Bankruptcy Court for the Southern District of New
York to approve a stipulation modifying the automatic stay to the
extent it applies to them.

The SunCal Debtors are composed of Palmdale Hills Property LLC,
Acton Estates LLC, SunCal Bickford Ranch LLC, SunCal Emerald
Meadows LLC, SunCal Summit Valley LLC and Tesoro SF LLC.  They
have Chapter 11 cases pending in the United States Bankruptcy
Court for the Central District of California.

The Lehman Entities, as lenders, and as agents for all lenders
under applicable loan documents, assert secured claims against
the SunCal Debtors that approximate $2.3 billion, and include
within the scope of the pledged collateral certain real and
personal property owned by the SunCal Debtors.

Certain of the SunCal Debtors maintain bank accounts containing
cash or cash equivalents, which the Lehman Entities assert are
subject to perfected liens and therefore constitute the Lehman
Entities' "cash collateral" under Section 363 of the Bankruptcy
Code.  The SunCal Debtors dispute that contention, and assert
that the cash and cash equivalents -- the "Alleged Unencumbered
Cash" -- are not subject to perfected liens of the Lehman
Entities, and therefore, do not constitute "cash collateral"
under Section 363.

The Parties have negotiated and filed a stipulation with the
California Bankruptcy Court relating to the issue.  Under the
California Stipulation, the Lehman Entities consent to the use by
each SunCal of the Alleged Unencumbered Cash held by each of the
SunCal Debtor.  The Parties also agreed that repayment of the
Alleged Unencumbered Cash funding amount as administrative
expense claims under certain circumstances.

In the New York Stipulation, the Parties agree that the automatic
stay pursuant to Section 362 of the Bankruptcy Code is modified
solely to permit LCPI to enter into the California Stipulation
and undertake any actions contemplated to be taken by LCPI in
connection therewith, provided that nothing in the New York
Stipulation will require any party to enter into the California
Stipulation.  Except as provided in the New York Stipulation, and
to the extent the automatic stay applies, the provisions of
Section 362(a), including those provisions prohibiting any act to
collect, assess, or recover a claim that arose prepetition from
LCPI's bankruptcy estate and assets or property of LCPI will
remain in full force and effect.

Notwithstanding anything to the contrary, the New York
Stipulation is without prejudice to, and does not constitute a
waiver of, any rights, claims or privileges of the Parties with
respect to any issues that are not expressly addressed in the New
York Stipulation.  Specifically, and for the avoidance of doubt,
the Parties reserve all rights in connection with the Alleged
Unencumbered Cash, and all aspects of pending litigation among
the Parties, including any matters involving equitable
subordination or substantive consolidation.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                     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: OTC Has Deal for Verifone Note Hedge Rejection
---------------------------------------------------------------
Lehman Brothers OTC Derivatives Inc. and VeriFone Systems, Inc.,
formerly known as VeriFone Holdings, Inc., entered into a
stipulation and order regarding rejection of a derivative
contract and allowance of rejection damages claim.

LOTC and VeriFone are parties to a convertible note hedge
transaction, pursuant to which LOTC agreed to deliver VeriFone
shares to VeriFone in exchange for a premium paid to LOTC on the
effective date of the Convertible Note Hedge Transaction.  Lehman
Brothers Holdings Inc. acted as credit support provider for
LOTC's obligations under the transaction.  They are also parties
to a warrant transaction, pursuant to which VeriFone agreed to
deliver VeriFone shares to LOTC in exchange for a premium paid to
VeriFone on the effective date of the Warrant Transaction.

The Parties agree that the Warrant Transaction has not been
terminated.  LOTC intends to assign its rights and obligations
under the Warrant Transaction to a third-party for a one-time
cash payment to LOTC.  VeriFone objects to LOTC's attempted
assignment of the Warrant Transaction.  The termination of the
Convertible Note Hedge Transaction is also disputed by the
Parties.

To compromise their differences, the Parties agree to resolve
their disagreements and avoid litigation pursuant to the terms
and conditions of their Stipulation, the key terms of which are:

  (a) The Convertible Note Hedge Transaction is rejected by LOTC
      pursuant to Section 365(a) of the Bankruptcy Code;

  (b) Subject to VeriFone's certain agreement and the
      consummation of a transaction for the assignment of LOTC's
      interest in the Warrant Transaction, VeriFone will have an
      allowed unsubordinated non-priority general unsecured
      claim against LOTC only for $9,000,000, in full and
      complete satisfaction of all claims of VeriFone against
      the Debtors, including LBHI, in respect of the Convertible
      Note Hedge Transaction.  The treatment of the Allowed
      Claim will be subject to the terms of a confirmed plan in
      the Debtors' Chapter 11 Cases or otherwise under the
      Bankruptcy Code;

  (c) VeriFone agrees not to assert any objection to LOTC's
      assignment of the Warrant Transaction to an assignee of
      LOTC's choosing and to consent to and execute a novation
      agreement documenting the assignment on the same economic
      terms as the Warrant Transaction immediately upon request
      of LOTC.  The Parties further agree that the assignment of
      the Warrant Transaction may be completed in accordance
      with and subject to the terms of the order approving
      consensual assumption and assignment of prepetition
      derivative contracts, entered on January 28, 2009;

  (d) Upon the consummation of an assignment transaction for
      LOTC's interest in the Warrant Transaction, VeriFone will
      file a proof of claim against LOTC consistent with the
      terms of the Stipulation, which will be deemed timely
      allowed and no longer subject to objection by the Debtors,
      their successors or assigns or any party acting on behalf
      of the Debtors;

  (e) Upon the allowance of the Proof of Claim, each Party
      generally releases, discharges and acquits each other from
      all manners of action and claims whatsoever, other than
      the rights and obligations of the Parties set forth under
      the Stipulation.  The Parties, however, are not releasing
      their rights, claims and defenses with respect to the
      Warrant Transaction; and

  (f) The Debtors' and Verifone's obligations under the
      Stipulation are subject to the Court's approval and the
      consummation of an assignment transaction for LOTC's
      interest in the Warrant Transaction, in each case, on or
      prior to July 29, 2011, or at a later date as may be
      mutually agreed to by the Parties.

In the event that the Court does not approve the Stipulation or
an assignment transaction for LOTC's interest in the Warrant
Transaction has not been consummated by July 29 or at an agreed
date, the Stipulation will be null and void and of no force and
effect, it will not have any res judicata or collateral estoppel
effect against the Parties, and each of the Parties' interests,
rights, remedies and defenses will be restored without prejudice
as if the Stipulation had never been executed.

The Parties will present the Stipulation to the Court on June 10.
Objections are due on June 9.  If an objection is filed, the
Court will convene a hearing on June 15 to consider the approval
of the Stipulation.

                     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: Resolves Disputes With Lex Over Properties
-----------------------------------------------------------
Lex Special Assets LLC and U.S. Bank National Association, as
Trustee for certain securitization trusts, assert that they are
the current holders of certain first mortgages, originally
executed in favor of Debtor BNC Mortgage, Inc., now known as BNC
Mortgage LLC.  Each First Mortgage secures the repayment of the
principal sums due under certain notes.  The First Mortgages
granted Mortgage Electronic Registration Systems, Inc., as
nominee for BNC Mortgage Inc., a security interest in certain
properties.  BNC subsequently transferred, and no longer retains
any interest in, the First Mortgages.

Lex and U.S. Bank also assert that there are subordinate
mortgages on the Properties held by MERS, as nominee for BNC
Mortgage, Inc.  Lex and U.S. Bank have brought or intend to bring
foreclosure proceedings against the Properties in state courts.
The Foreclosure Proceedings have been stayed by BNC's Chapter 11
case.

The Debtors submit that BNC previously transferred or otherwise
disposed of its interests in the Second Mortgages.  As a result
of these transfers, BNC does not currently hold an interest in
any of the First Mortgages or the Second Mortgages.  Due to BNC's
usage of MERS as its nominee, however, BNC's interest in the
Second Mortgages remains on the local property records, creating
an impediment to Lex and U.S. Bank's acquisition of insurable
title to the Properties.

Lists of Properties and assignment of the Second Mortgages are
available for free at:

* http://bankrupt.com/misc/Lehman_BNC_Properties_052711.pdf
* http://bankrupt.com/misc/Lehman_BNC_2ndMortgage_052711.pdf

To resolve the issues relating to the Properties, BNC entered
into a stipulation with Lex and U.S. Bank.  The Parties agree
that upon their stipulation's effective date, to the extent that
the automatic stay is applicable, it will be modified with
respect to the interests of Lex and U.S. Bank, their successors,
and assigns, in the Properties, and Lex and U.S. Bank will be
permitted to exercise their rights under applicable non-
bankruptcy law against the Properties.

Except as provided in the stipulation, the provisions of Section
362(a) of the Bankruptcy Code, including those provisions
prohibiting any act to collect, assess, or recover a claim that
arose prepetition from BNC's bankruptcy estate and assets or
property of BNC, will remain in full force and effect

                     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)


LEHR CONSTRUCTION: Jonathan Flaxer Appointed Chapter 11 Trustee
---------------------------------------------------------------
The Hon. Sean H. Lane of the Bankruptcy Court for the Southern
District of New York approved the appointment of Jonathan L.
Flaxer as the Chapter 11 trustee in the case of Lehr Construction
Corp.

Tracy Hope Davis, U.S. Trustee for Region 2 has selected
Mr. Flaxer pursuant to the order directing the appointment of a
Chapter 11 trustee dated May 11, 2011.

To the best of the U.S. Trustee's knowledge, Mr. Flaxer is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

As reported in the Troubled Company Reporter on June 7, the
Chapter 11 Trustee asked the Court for permission to retain
Golenbock Eiseman Assor Bell & Peskoe as his general counsel,and
Wolf Haldenstein Adler Freeman & Hertz as conflicts counsel.

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


LEVEL 3: Subsidiary Completes $600MM Senior Notes Offering
----------------------------------------------------------
Level 3 Communications, Inc., announced that Level 3 Escrow, Inc.,
its newly formed, indirect, wholly-owned subsidiary, has completed
its previously announced offering of $600 million aggregate
principal amount of its 8.125% Senior Notes due 2019 in a private
offering to "qualified institutional buyers," as defined in Rule
144A under the Securities Act of 1933, as amended, and non-U.S.
persons outside the United States under Regulation S under the
Securities Act of 1933.

The notes will mature on July 1, 2019.

The gross proceeds from the offering of the notes were deposited
into a segregated escrow account and will remain in escrow until
the date on which certain escrow conditions, including, but not
limited to, the substantially concurrent consummation of the
acquisition by Level 3 of Global Crossing Limited and the
assumption of the notes by Level 3 Financing, Inc., a wholly owned
subsidiary of Level 3 and the direct parent company of Level 3
Escrow, are satisfied.  If the escrow conditions are not satisfied
on or before April 10, 2012, Level 3 Escrow will be required to
redeem the notes.

Following the release of the escrowed funds in connection with the
assumption of the notes by Level 3 Financing, the gross proceeds
from the offering of the notes will be used to refinance certain
existing indebtedness of Global Crossing, including fees and
premiums, in connection with the closing of Level 3's proposed
acquisition of Global Crossing.  The gross proceeds from the
offering reduce the outstanding bridge commitment Level 3 has in
place with certain financial institutions in connection with
refinancing certain Global Crossing indebtedness.

The notes are not registered under the Securities Act of 1933 or
any state securities laws and, unless so registered, may not be
offered or sold except pursuant to an applicable exemption from
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

                   About Level 3 Communications

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

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

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


LIONCREST TOWERS: Disclosure Statement Hearing Set for July 21
--------------------------------------------------------------
The hearing to consider the adequacy of the disclosure statement
explaining Lioncrest Towers' proposed Chapter 11 plan is set for
July 21, 2011.

The Debtor previously submitted the Disclosure Statement, which
explains that, under the Debtor's Chapter 11 plan of
reorganization, secured creditor Wells Fargo, owed $29.5 million,
will be paid in full.  It will be paid in monthly installments of
interest for five years, plus four annual principal repayments of
$300,000 each, with payment of the unpaid balance at the end of
the fifth year.  Unsecured creditors will also be paid in full in
quarterly installments with interest over one year.  Unsecured
creditors are expected to recover $38,917 plus interest at 5%.
Equity owners will receive no distribution but will retain its
ownership interest.

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt Ltd, assists the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.


MACKINAW POWER: Fitch Affirms 'BB-' Rating on $147MM Term Loan
--------------------------------------------------------------
Fitch Ratings affirms the 'BBB-' rating on Mackinaw Power, LLC's
$288.9 million ($237.2 million outstanding) senior secured bonds
(senior bonds), and affirms the 'BB-' rating on Mackinaw Power
Holdings, LLC's $147 million ($124 million outstanding) senior
secured term loan.

The ratings affirmation and Stable Outlook reflect Fitch's
assessment of the ability to provide full and timely payment of
the debt service obligations solely from operating cash flows.
Cash flows have been and are expected to remain stable under fixed
price tolling agreements with investment grade counterparties.

Rating Rationale:

   -- Solid historical performance. Operating costs, heat rates
      and capacity levels have been consistent with expectations;

   -- Strong sponsorship support. In 2009, the sponsor funded and
      contributed to Mackinaw an inlet air chiller at the
      portfolio's largest facility, which has increased capacity
      and variable revenues under its tolling agreement;

   -- Availability levels are expected to continue exceeding
      tolling agreement minimum requirements for all the Mackinaw
      assets (absent the current outage at Effingham Unit #2);

   -- Alternate delivery point and financial settlement mechanisms
      allowed under the tolling agreements mitigate the impact of
      infrequent forced outages to preserve full capacity payments
      and revenue stability;

   -- Projects utilize conventional and proven technology (natural
      gas-fired generation). Maintenance risk is diversified
      across four generating facilities.

Key Rating Drivers:

   -- The overall performance of the projects, including
      availability, heat rates, and operating expenses;

   -- The amount of term loan principal amortization relative to
      projected levels;

   -- How well interest rate risk is hedged for the term loan;

   -- The condition of the regional power market, which could
      increase refinancing risk;

   -- The timing of the installation of a new rotor in Unit 2 of
      the Effingham plant.

Security:

The notes are secured by a perfected first priority security
interest in all tangible and intangible assets of Mackinaw and the
Project Companies, the membership interests in Mackinaw held by
MPH, the debt service reserve and the major maintenance reserve.
The term loan will be secured by a perfected first priority
security interest in all tangible and intangible assets of MPH but
excluding membership interests in Mackinaw, the membership
interests in MPH, and the debt service reserve LOC funded by the
Sponsor.

Credit Summary:

Several ownership changes have occurred since the last
surveillance. Off-taker Constellation Energy Group (CEG, 'BBB-',
Stable Outlook by Fitch) was acquired by Exelon Corp. (EXC,
'BBB+', Stable Outlook), in a move that is seen as a credit
neutral-to-positive event.

On March 14, 2011, affiliates of GE Capital and Government of
Singapore Investment Corporation the sovereign wealth fund of
Singapore, each acquired 24.95% interests in Southeast PowerGen
Holdings from majority owner ArcLight. The sale of minority equity
interests to these affiliates is seen as a credit positive move,
as it adds experienced and financially strong sponsors to the
ownership group.

On May 19, 2011, damage to the stator vanes and rotating blades of
the compressor in Effingham Unit 2 was identified during a
preventive maintenance inspection. Mackinaw has elected to
purchase and install a new GE compressor rotor. The unit is
expected to be back in service by mid-July 2011. The estimated
cost of repair will be mostly covered by insurance proceeds. If
the new installation takes longer than 60 days from shutdown (July
19, 2011), Mackinaw would receive business interruption payments
to cover lost revenues. Mackinaw does not anticipate coming short
on any payments that would require a tapping of the debt reserve.
Fitch will monitor progress of the new installation and successful
resolution of the forced outage to confirm that a rating action is
not warranted.

Debt service coverage ratios for the senior bonds have been
consistent with base case projections since the mid-2007
acquisition. Coverage ratios are based exclusively on contracted
cash flows and, in Fitch's combined stress rating case, will
average 1.43 times (x) coverage from 2011 through 2015, with a
minimum of 1.34x. After 2015, two of the projects' tolling
agreements expire, and DSCRs based exclusively on contracted cash
flow fall below the investment grade threshold, averaging 1.33x.
Any incremental merchant power sales should increase coverage
levels, though the sponsors are evaluating extension or
replacement of the expiring power sales contracts to avoid
merchant risk.

The term loan rating reflects consolidated debt service coverage
for both the senior bonds and the structurally subordinated term
loan under Fitch's combined stress rating case. From 2011-2015,
the Fitch rating case minimum DSCR is 1.06x and averages 1.19x.
The term loan rating reflects projected near-term narrow coverage
levels, as well as refinancing risk in 2015. To assess refinancing
risk, Fitch constructed a refinancing scenario that assumes fixed
amortization over a 14-year term with debt maturing two years
prior to the end of the plants' estimated useful life. Fitch used
stressed merchant market pricing projections and a conservative
interest rate margin above the forward 3-month London Interbank
Offered Rate. Projected coverage ratios suggest a strong
likelihood for the ability to refinance the term loan. The
extension or replacement of expiring power sales contracts could
further reduce merchant market exposure and refinancing risk.

The projects within Mackinaw and MPH sell energy and capacity
under long-term fixed-price power purchase agreements (PPA) with
Constellation Energy Commodities Group, Inc. and Georgia Power
Company (GPC, IDR 'A', Stable Outlook). The PPAs are structured as
tolling agreements, and the off-takers are responsible for
providing natural gas fuel. The off-takers have full dispatch
rights over the contracted capacity and make fixed escalating
monthly capacity payments. These cash flows are the primary source
of income, which are used to make semi-annual principal and
interest payments to the senior secured bonds. Excess cash flow,
if any, is distributed to MPH and used to make quarterly interest
payments on the term loan. Fifty percent of any remaining cash
flow at MPH is used for annual term loan principal repayments.


MADISON HOTEL: In Chapter 11 to Reinstate Mortgage
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Madison Hotel LLC, the owner of the Madison Hotel at
62 Madison Ave., got around to filing the required disclosure last
week about the business.  Madison Hotel LLC claims the 12-story,
72-room hotel is worth $32 million.  There is a $25 million
mortgage where the lender initiated foreclosure proceedings and
had a receiver appointed.  The hotel intends to use the Chapter 11
proceedings to reinstate the mortgage.  Unsecured claims amount to
$1.1 million, a court filing says.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and debts.


MADISON MEMORIAL: S&P Cuts Rating on 2006 Revenue Certs. to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Madison County, Idaho's series 2006 revenue
certificates of participation, issued on behalf of Madison
Memorial Hospital. The outlook is negative.

"While the hospital has a strong business position with solid
demographics, the lowered rating reflects our view of its
persistent operating losses and heavy debt load. Further dampening
the rating are the hospital's flat revenues and soft utilization,"
said Standard & Poor's credit analyst Geraldine Poon.

"It is critical to the rating that operating losses do not
accelerate in fiscals 2011 or 2012 and that liquidity does not
deteriorate. Continued operating losses or any balance sheet
decline could result in another lowered rating in the next one to
two years, particularly given the hospital's small revenue base,"
Ms. Poon said.


MAJESTIC STAR: Opposes Indiana County $16-Mil Tax Claim
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Majestic Star
Casino LLC asked a Delaware bankruptcy judge on Monday to throw
out an Indiana county's $16 million property tax claim against the
reorganizing company, saying the county purposely overvalued two
riverboat casinos at issue for political purposes.

                         About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
Dec. 8, 1993, as an Indiana limited liability company to provide
gaming and related entertainment to the public.  The Company
commenced gaming operations in the City of Gary at Buffington
Harbor, located in Lake County, Inc., on June 7, 1996.  The
Company is a multi-jurisdictional gaming company with operations
in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on Nov. 23, 2009.  The Company's
affiliates -- The Majestic Star Casino II, Inc., The Majestic Star
Casino Capital Corp., Majestic Star Casino Capital Corp. II,
Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC,
Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

The Majestic Star Casino's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

Michael S. Stamer, Esq., and Alexis Freeman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, and Bonnie Glantz Fatell,
Esq., and David W. Carickhoff, Esq., at Blank Rome LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.


MARKETWEST ENERGY: Fitch Affirms 'BB' Long-Term IDR
----------------------------------------------------
Fitch Ratings has affirmed the 'BB' long-term Issuer Default
Rating, 'BB+' senior secured rating, and 'BB' senior unsecured
rating on MarkWest Energy Partners, L.P.  The Rating Outlook is
Stable.

These rating actions affect approximately $1.45 billion of debt.

Key rating factors include these concerns:

   -- A significant percentage of non-fee-based cash flows from
      keep-whole and percent-of-proceeds arrangements;

   -- MarkWest's gathering and processing volumes tied to the
      natural gas drilling and production activities of customers;

   -- A proxy hedging strategy that is exposed to the periodic
      breakdown in the correlation between crude oil and natural
      gas liquids (NGL) prices.

These concerns are mitigated by these strengths:

   -- A somewhat geographically diverse footprint with leading
      positions in the liquids-rich areas in the Mid-continent and
      Appalachia;

   -- Strategically well-positioned assets with exposure to the
      rapidly growing Marcellus Shale;

   -- An increasing amount of fee-based revenue sources and a
      layered hedging strategy.

Cash Flow Volatility:

More than 60% of net operating margin is presently derived from
operations with keep-whole and percent-of-proceeds arrangements.
Although these contract structures have benefited MarkWest during
the current strong market for NGLs, they result in a more volatile
cash flow stream during periods of changing NGL prices. MarkWest
has had some success in increasing its percentage of fee-based
contracts, particularly with its growing operations in the
Marcellus Shale, but the contract structures for natural gas
processing and fractionation tend to be determined more by the
producer.

Hedging Strategy:

MarkWest's three-year layered hedging strategy has helped mitigate
some of the cash flow volatility associated with the non-fee-based
contracts. About two-thirds of MarkWest's expected 2011 net
operating margin is either fee-based or hedged, which somewhat
smoothes cash flows and limits downside risk.

However, MarkWest primarily employs crude oil derivatives to hedge
a portion of its NGL exposure. These proxy hedges rely on the high
historical correlation between the prices of crude oil and NGLs,
but leaves MarkWest exposed to the periodic breakdown in that
correlation. This strategy is mostly out of necessity for longer-
dated hedges due to the illiquidity of the NGL futures market
beyond 12-18 months. Although MarkWest could reduce its near-term
NGL price risk by converting its crude oil hedges to NGL hedges
within that 12-18 month timeframe, management has normally limited
its use of NGL hedges due to the switching costs involved.

Exposure to Producers' Operating Incentives:

Gathering and processing volumes are tied to the natural gas
drilling and production activities of MarkWest's customers, which
exposes the partnership to the producers' regional economic
operating incentives. Changing commodity prices or regulatory,
environmental, or other operating challenges may negatively impact
producers and lead to lower volumes or margin for MarkWest.

Geographically Diverse and Strategically-Positioned Assets:

MarkWest benefits from a somewhat geographically diverse footprint
with exposure to some of the more active and liquids-rich natural
gas basins. MarkWest's Southwest operating segment, which has a
significant presence in the Granite Wash Formation and Woodford
and Haynesville Shales, accounts for just under 50% of net
operating margin. The Northeast operating segment accounts for
about 25% of net operating margin and includes the largest
processing and fractionating operations in the Huron and Berea
Shales, which makes MarkWest well-positioned to benefit from
future growth in the nearby Utica Shale.

Currently, MarkWest's largest area of growth has been at its
MarkWest Liberty Midstream (Liberty) joint venture with an
affiliate of the Energy & Minerals Group (EMG), a private equity
fund focused on energy investments. Liberty gives MarkWest
significant exposure to the Marcellus Shale, one of the most
prolific liquids-rich natural gas plays in the U.S. and in close
proximity to MarkWest's existing Northeast operations. The joint
venture has also enabled MarkWest to tap the outsized growth
potential in the Marcellus Shale while maintaining its financial
flexibility.

As production in the Marcellus has ramped up, Liberty's share of
MarkWest's net operating margin has increased to 16% in the first
quarter of 2011, from 10% in the first quarter of 2010 and 7% in
the first quarter of 2009. Fitch expects Liberty's contributions
to continue to show strong growth over Fitch's two-year Outlook
horizon. While there are some risks to MarkWest's growth strategy,
the increasing scale and scope of the partnership's midstream
operations are expected to improve its business risk profile and
revenue diversity.

Adequate Liquidity:

Liquidity is supported by MarkWest's $705 million, five-year
secured revolving credit facility, which matures July 1, 2015. The
facility includes an accordion feature that provides an
uncommitted additional amount of up to $195 million. Fitch
considers the current revolver's size and the company's financial
flexibility to be adequate to meet MarkWest's liquidity needs.

Company Profile:

MarkWest is a master limited partnership with leading positions in
natural gas gathering and processing in the Mid-continent and Gulf
Coast. The partnership is also the largest natural gas processor
and NGL fractionator in Appalachia, with a large and growing
presence in the Marcellus Shale. To a lesser extent, MarkWest is
engaged in natural gas transportation in the Mid-continent and
crude oil transportation in Michigan.

Fitch has affirmed these ratings, with a Stable Outlook:

   -- Long-term IDR at 'BB';

   -- Senior secured revolving credit facility at 'BB+';

   -- Senior unsecured debt at 'BB'.


MCCLATCHY CO: Closes Sale of Miami Property for $236 Million
------------------------------------------------------------
The McClatchy Company sold 14.0 acres of Miami land, including the
building housing its subsidiary The Miami Herald Media Company and
an adjacent parking lot, for a purchase price of $236 million to
Bayfront 2011 Property LLC, a subsidiary of Genting Malaysia
Berhad.  The transaction closed May 27.

The Miami Herald Media Company is the publisher of The Miami
Herald, El Nuevo Herald, related websites and other media
businesses. Genting and its affiliates are leading developers and
operators of destination resorts around the world, including the
United States, Malaysia, Manila, Singapore and the United Kingdom.

The Miami Herald Media Company will continue to operate from its
existing location for up to two years rent free while McClatchy
pursues other sites for its media operations.  Approximately 9.4
acres of the land was previously under contract to be sold, but
that agreement expired in January 2011.

Gary Pruitt, McClatchy's chairman and chief executive, said, "We
are pleased to complete this transaction.  The Genting team has
been great to work with and has been true to its word throughout
our negotiations.

"This property, located on Biscayne Bay, has been home to The
Miami Herald for many years.  While locating newspaper operations
on the bay may have made sense in the past, it no longer is the
best fit.

"Importantly, the sale of this real estate has no impact on the
mission of The Miami Herald and El Nuevo Herald," Pruitt said.
"The Miami Herald is the premier provider of news and information
in South Florida, winning 20 Pulitzer Prizes and numerous other
awards over a long and distinguished history of community service.
El Nuevo Herald is among the finest Spanish language newspapers in
the United States and is dedicated to serving the Hispanic
community in South Florida and surrounding areas.

"The Miami Herald and El Nuevo Herald's commitments to providing
high quality, public service journalism on multiple platforms and
to providing the broadest, most effective reach for their
advertisers have never been stronger," Pruitt said.

McClatchy will use $230 million of the proceeds as follows:

   -- $163 million will be contributed to the company's pension
      plan.

   -- $65 million will be offered (the Offer) to the holders of
      the company's 2017 senior secured notes at par as required
      by the note indenture.

   -- $2 million will be used to pay for transfer taxes associated
      with the sale.

The remaining $6 million will be held in an escrow account payable
to McClatchy upon relocation of its Miami operations.

Pat Talamantes, McClatchy vice president and chief financial
officer, said: "Making this significant, tax-deductible
contribution to our pension plan strengthens our financial
position.  We reduce the company's unfunded pension liability and
substantially alleviate required future pension contributions,
which will increase the amount of cash available for debt
repayment."

McClatchy's unfunded pension liability at the end of April, after
taking into account the $163 million contribution and other 2011
activity, was estimated to be approximately $267 million, down
from $479 million at the end of 2010.

                     About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 27, 2011, showed
$3.04 billion in total assets, $2.82 billion in total liabilities,
and $220.13 million in stockholders' equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

In the May 12, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Sacramento,
Calif.-based The McClatchy Co. to 'B-' from 'B'.  "The downgrade
reflects our expectation that continued declines in advertising
revenues will outweigh the company's cost reduction measures,
resulting in steadily rising debt leverage over the intermediate
term despite some modest debt reduction that will likely occur
over the near term," said Standard & Poor's credit analyst Harold
Diamond.  The 'B-' corporate credit rating on Sacramento, Calif.-
based McClatchy reflects Standard & Poor's expectation that
advertising revenues will decline at a high-single-digit% rate in
2011, and EBITDA will fall at a mid-double-digit pace.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MERRITT AND WALDING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Merritt and Walding Properties, LLP
        P.O. Box 1670
        Pt. Clear, AL 36564

Bankruptcy Case No.: 11-02322

Chapter 11 Petition Date: June 10, 2011

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  E-mail: igpc@irvingrodskypc.com

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

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

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

The petition was signed by Richard T. Merritt and R. Fred Walding,
general partners.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Richard T. Merritt                    11-00380            02/01/11


METROPARK USA: GA Keen Finds Retailers to Purchase Leases
---------------------------------------------------------
Retail Traffic Magazine reports that GA Keen Realty Advisors found
retailers to purchase leases for 41 properties formerly operated
by high-end clothing company Metropark in less than two weeks.

According to the report, retained by Metropark to assist the
Debtor's financial advisors CRG Partners Group LLC and debtor's
counsel Cooley LLP, GA Keen was selected to market and sell stores
across 21 states that had been operated by Metropark.  The company
had 14 days to run a marketing process and was able to find takers
for all the leases in that short timeframe.

In an auction, Cotton On Group won 35 leases in exchange for
$910,000 and Perry Ellis Menswear acquired six leases for
properties in California, Nevada, Texas and Georgia in exchange
for $775,000.  All transactions are subject to bankruptcy court
approval, notes the report.

                      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 also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.


MEXICO FARMS: Special Counsel Must Conform to Fee Request Format
----------------------------------------------------------------
Bankruptcy Judge Paul Mannes directed Miller, Miller & Canby,
special counsel to Mexico Farms, LLC, to seek the guidance of the
Debtor's bankruptcy counsel regarding the format and contents of
its First Application for Interim Compensation.  The United States
Trustee objected to the Fee Application.  A copy of the Court's
June 8, 2011 Memorandum to Special Counsel is available at
http://is.gd/1Q6PNOfrom Leagle.com.

Cumberland, Maryland-based Mexico Farms, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-11622) on Jan. 28, 2011.
Justin M. Reiner, Esq., at Pels Anderson LLC, serves as the
Debtor's counsel.  The Debtor scheduled $2,796,328 in assets and
$10,743,273 in liabilities.


MGT CAPITAL: Receives NYSE Amex Listing Deficiency Notification
---------------------------------------------------------------
MGT Capital Investments, Inc., received notice from the NYSE Amex
notifying the Company it is not in compliance with following
Exchange continued listing standards: Section 1003(a)(i) of the
Company Guide, resulting from stockholders' equity on March 31,
2011 of less than $2,000,000 and losses from continuing operations
and/or net losses in two of its three most recent fiscal years;
Section 1003(a)(ii) of the Company Guide with stockholders' equity
of less than $4,000,000 and losses from continuing operations
and/or net losses in three of its four most recent fiscal years;
and Section 1003(a)(iii) with stockholders' equity of less than
$6,000,000 and losses from continuing operations and/or net losses
in its five most recent fiscal years.

As allowed by Exchange rules, the Company intends to submit a plan
of compliance by July 8, 2011 demonstrating its ability to regain
compliance with the listing standards within an 18 month
remediation period.  If the plan is accepted, and periodic reviews
by the Exchange confirm progress consistent with the plan, the
Company will continue its listing during the 18-month plan period.
Otherwise, the Company will be subject to delisting procedures as
set forth in the Exchange Company Guide.  The Company would have
the right to appeal any such determination.  However, there is no
assurance of success throughout this process.

The Company's stock trading symbol will remain MGT, but will
include a ".BC" appendage to denote its noncompliance.  The
trading symbol will bear this additional indicator until the
Company regains its compliance with the NYSE Amex continued
listing requirements.

                        About MGT Capital

MGT Capital Investments -- http://www.mgtci.com--
is a holding company with operations in medical imaging.  Its
majority-owned subsidiary Medicsight recently received FDA
approval of its ColonCAD software to detect polyps for use during
CT colonography procedures.


MPG OFFICE: Disposes of Non-Core Asset for $92 Million
------------------------------------------------------
MPG Office Trust, Inc., has completed the disposition of the
Westin(R) Pasadena Hotel located in Pasadena, California.  The
Company received proceeds of $92 million, net of transaction
costs, of which $79 million was used to repay the mortgage loan
secured by the hotel and the adjacent Plaza Las Fuentes office
building (which is now unencumbered).  The remaining $13 million
of cash proceeds, along with reserves totaling $2 million returned
to the Company by the lender upon repayment of the mortgage loan,
is available to the Company as unrestricted cash.

David L. Weinstein, president and chief executive officer,
commented "We are very pleased to have closed this sale in
cooperation with the City of Pasadena.  This disposition continues
our strategy of exiting non-core assets, reducing our debt level
and improving our liquidity position."

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at March 31, 2011, showed
$2.72 billion in total assets, $3.80 billion in total liabilities,
and a $1.08 billion in total deficit.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NCO GROUP: Existing Board Members Re-Elected at Annual Meeting
--------------------------------------------------------------
The annual meeting of stockholders of NCO Group, Inc., was held on
May 26, 2011.  At the meeting, the Company's stockholders re-
elected the existing Board of Directors, each for a term of one
year and until their respective successor is duly elected and
qualified:

   (1) Michael J. Barrist
   (2) Henry H. Briance
   (3) Thomas J. Kichler
   (4) Colin M. Farmer
   (5) Edward A. Kangas

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.19 billion in total assets, $1.15 billion in total liabilities,
and a $44.80 million in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NEC HOLDINGS: Wins Partially on Cash-Use Dispute
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that for National Envelope Corp. to avoid having the
Chapter 11 case converted to a Chapter 7 liquidation now that
assets have been sold, it asked the bankruptcy judge in Delaware
for permission to pay bills using what it claims to be excess cash
held as collateral by Ace American Insurance Co., an insurance
provider.

According to the report, at a hearing last week, Ace
unsuccessfully argued that the cash collateral dispute should be
sent to arbitrators under an arbitration clause in the insurance
agreement.  U.S. Bankruptcy Judge Peter Walsh disagreed and ruled
that the dispute isn't subject to arbitration, court records show.
Judge Walsh said he would issue rulings later on other aspects of
the dispute.  To insure that NEC could pay the deductible portion
of claims, NEC deposited $4.7 million cash and $3.4 million in
letters of credit with Philadelphia-based Ace.

Mr. Rochelle relates that with the assets sold, the last
$1 million to pay bills would run out in August, NEC said in court
papers.  Consequently, NEC sought permission to use cash it
claimed Ace didn't need to cover claims.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation
was the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including
National Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead
Case No. 10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at
Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel
to the Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq.,
and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represent the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc., is
the financial advisor to the Committee.  NEC Holdings estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.


NEW YORK TIMES: Moody's Says 'B1' CFR Unaffected by New ABL
-----------------------------------------------------------
Moody's Investors Service said that The New York Times Company's
announcement that it signed a new $125 million asset-based 5-year
revolving credit facility does not affect the company's B1
Corporate Family Rating, B1 senior unsecured note ratings, SGL-2
speculative-grade liquidity rating, or positive rating outlook.
The facility replaces the previous $400 million unsecured facility
that was set to expire on June 21, 2011. Moody's does not believe
NY Times is reliant on its revolver given its sizable cash
position and projected free cash flow, but the additional
liquidity support provided by the new revolver is positive. The
reduction in the size of the commitment reflects the company's
sizable cash position and does not affect the ratings as the short
maturity provided limited liquidity support.

LGD Updates:

   Issuer: New York Times Company (The)

   -- Senior Unsecured Regular Bond/Debenture, Changed to LGD4 -
      57% from LGD4 - 55% (no change to B1 rating)

   -- Senior Unsecured Shelf, Changed to LGD4 - 57% from LGD4 -
      55%

NY Times and certain operating subsidiaries are joint and several
co-borrowers under the revolver, which is secured by certain
accounts receivable of the co-borrowers. Although the facility is
not currently guaranteed, it contains a mechanism whereby
subsidiary guarantees could be put in place in the future. Moody's
does not believe this would materially affect the priority of
claim given joint and several co-borrowing structure. The
collateral position creates priority for the facility relative to
NY Times' unsecured notes, and this would weaken the recovery
prospects of bondholders if the facility is drawn.

As a result of this potential effective subordination, the rating
on the senior unsecured bonds would move to B2 from B1 based on
Moody's loss given default notching methodology. However, because
Moody's does not expect NY Times to utilize the facility, it is
utilizing its one notch model override discretion to maintain the
senior unsecured note ratings at B1. Moody's will monitor NY
Times' usage under the facility, if any, and may reconsider the
notching if utilization does not conform to the rating agency's
expectation. Moody's also updated the loss given default
assessments to reflect the revised debt structure.

NY Times' B1 CFR continues to reflect the significant global news
and information infrastructure supporting its high quality
content, which appeals to a large and affluent customer base that
is attractive to advertisers. The company continues to derive the
majority of its revenue from the production and distribution of
print and online newspapers. Its revenue is under significant
long-term pressure due to heightened competition from online and
mobile news and information content providers and also vulnerable
to cyclical downturns. The transition to a more digital-oriented
revenue base will likely be disruptive as circulation and
advertising rates are expected to be lower than existing print
rates. Debt-to-EBITDA leverage (approximately 4.2x LTM 3/27/11
incorporating Moody's standard adjustments and the anticipated
January 2012 redemption of the Carlos Slim notes) is high,
particularly for an industry that Moody's believes should be
conservatively levered given the cyclicality and long-term
competitive challenges. The company is targeting a lower leverage
level and is utilizing cash to repay debt.

Moody's anticipates debt-to-EBITDA leverage will be in the low
range 4x in 2011 and the potential for leverage to fall below 4x
through continued debt reduction is the primary factor driving the
positive rating outlook. Moody's expects NY Times' EBITDA to
decline in a 10-15% range in 2011 and 2012, but the company
continues to generate meaningful free cash flow and to utilize
cash to reduce debt and the underfunded pension position.

The SGL-2 speculative-grade liquidity rating reflects Moody's
expectation that NY Times' sizable cash balance ($352 million as
of 3/27/11) and projected free cash flow in the $100-150 million
range (after pension contributions) provides ample coverage for
the $75 million MTN maturity in September 2012 and the expected
January 2012 redemption of the $250 million Slim notes. The
revolver provides additional liquidity support and has no
financial maintenance covenants unless it is more than 85% drawn.
If that were to occur, a minimum 1x fixed charge coverage ratio
becomes applicable, although Moody's believes there is sizable
EBITDA cushion (greater than 40%) within the covenant.

The positive rating outlook reflects Moody's expectation that NY
Times will generate meaningful free cash flow in 2011 and 2012 and
that the company will continue to utilize that cash flow to reduce
debt and leverage, despite anticipated pressure on earnings.

Debt-to-EBITDA leverage above 5.25x or free cash-to-debt below 5%
due to revenue weakness, acquisitions, or cash distributions to
shareholders could lead to a downgrade. Deterioration in liquidity
including a smaller cushion to meet debt maturities and pension
contributions could also result in a downgrade.

An easing of revenue pressure and debt reduction that leads to
debt-to-EBITDA sustained below 4x and free cash flow sustained
above 7.5% of debt could lead to an upgrade. The company would
also need to maintain a good liquidity position including
sufficient cash, projected free cash flow and unused revolver
capacity to fund maturities and required pension contributions to
be considered for an upgrade.

The principal methodology used in rating NY Times was the Global
Newspaper Industry Methodology, published September 2008. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

NY Times is a New York based media company with operations in
newspaper publishing and information services. The company
operates The New York Times, the International Herald Tribune, The
Boston Globe, 15 other daily newspapers, and more than 50 Web
sites including NYTimes.com and About.com. Revenue for the LTM
3/27/11 period was approximately $2.4 billion.


NNN 2400: U.S. Trustee Unable to Form Unsecured Committee
---------------------------------------------------------
Tiffany L. Carroll, the U.S. Trustee for Region 15, told the
Hon. Margaret Mann of the U.S. Bankruptcy Court for the Central
District of California that she was unable to appoint creditors to
serve on an Official Committee of Unsecured Creditors of NNN 2400
West Marshall because she has not received a sufficient number of
responses from the eligible unsecured creditors of the Debtor.

                  About NNN 2400 West Marshall 19

NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011.  Its
primary, if not sole, asset is an undivided 6.375% tenant-in-
common interest in real and personal property, known as Lockheed
Martin Office/Tech Center, located at 2400 West Marshall Drive, in
Grand Prairie, Texas.  The sole tenant of the Property, Lockheed
Martin Corporation, has a leasehold interest with a three-month
cancellation provision.  In its schedules, the Debtor disclosed
$11 million in total assets consisting of the TIC; and
$6.875 million in total liabilities.  Darvy Mack Cohan, Esq. --
dmc@cohanlaw.com -- serves as the Debtor's bankruptcy counsel.


NORTEL NETWORKS: Microsoft, AT&T Object to $900 Million IP Sale
---------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that Microsoft
Corp. and AT&T Services Inc. on Monday objected to Nortel Networks
Inc.'s plan to sell a 6,000 patent portfolio to Google Inc. for
$900 million, saying a free-and-clear patent sale would hurt the
whole industry.

Google - or whoever wins the auction - cannot be allowed to gain
control of Nortel's patents without being bound by licensing deals
Nortel made with industry standards settings organizations, known
as SSOs, Microsoft told U.S. Bankruptcy Judge Kevin Gross in an
objection, according to Law360.

The auction for Nortel Networks' patents will take place in
private June 20 at a New York law firm.  Google's offer of $900
million will start the auction.

Emily Anderson at Mobiledia notes that roughly 6,000 patents cover
everything from mobile data transmission technology to voice-
activated control features and would offer buyers the chance to
revolutionize numerous telecommunication sectors, including
internet advertising and wireless devices.

The patents from Toronto-based Nortel could be fetch billions
at auction, according to Michael Lennon, a patent litigator and
licensing advisor with Kenyon & Kenyon LLP, and result in unknown
revenue for the patent's new owners, Mobiledia said.

Ms. Anderson notes that recently the Supreme Court ruled last week
Microsoft illegally used an editing tool Canadian company i4i had
a patent on, in a case that would've had widespread ramifications
on how patent infringement would be proven.  Samsung wants to see
Apple devices because Apple has been awarded the right to preview
Samsung devices to check for copycatting, and Nokia has sued Apple
multiple times for alleged use of their patented technology in
iPads and iPhones.

                     About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTEL NETWORKS: Google Gets Antitrust Clearance from DOJ
---------------------------------------------------------
The Wall Street Journal's Thomas Catan reports that people
familiar with the matter said the U.S. Justice Department, after
an antitrust review, has given Google Inc. the go-ahead to pursue
its $900 million opening bid for Nortel Networks Corp.'s 6,000
patents being sold next week.

The sources told the Journal, the Justice Department concluded
that Google's potential ownership of the patents wouldn't raise
any major competitive concerns.

According to the Journal, the clearance could give Google a leg-up
against rivals in its bid for the patents, part of its effort to
acquire an arsenal of patents that could help it ward off lawsuits
by competitors.

Apple Inc. and BlackBerry maker Research in Motion Ltd. have also
been in talks with the Justice Department over their own potential
bids, the people said.

The Journal says spokesmen for Google and Apple declined to
comment. A Justice Department spokeswoman also declined to
comment. RIM didn't immediately respond to requests for comment.

The Journal also reports that rivals including Microsoft Corp.,
AT&T Inc. and Verizon Communications Inc. on Monday filed
objections to the sale, saying it could disrupt a swath of
essential technologies and give the winner an unfair competitive
advantage over its rivals. Computer maker Hewlett-Packard Co. and
phone maker Nokia Corp. also filed objections.

The auction is set for June 20.

                     About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTEL NETWORKS: Seeks to Retain Cassidy Turley as Broker
---------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion to retain Cassidy Turley CPS
(Contact: Jason Berry) as broker in connection with the
negotiation of the sublease of certain real property located in
Santa Clara, California for a 3% commission rate for listing agent
and a 6% commission rate for procuring agent.

                           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.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTHERN 120: Sole Asset Sold; Reorganization Case Dismissed
------------------------------------------------------------
The Hon. George B. Nielsen, Jr. of the U.S. Bankruptcy Court for
the District of Arizona dismissed the Chapter 11 case of
Northern 120, LLC.

Northern 120 related that on May 3, 2011, ML manager and its
investors conducted a trustee's sale of the Debtor's sole real-
estate asset -- a 120 acres of undeveloped raw land located in
Maricopa County, pursuant to an agreement that resolved lender's
claim and relieved the Debtor's estate of a claimed obligation in
excess of $15,000,000.  The Court approved the terms of that
agreement on March 11.

Given that the Debtor's primary asset is no longer part of the
bankruptcy estate, and as a result the Debtor has no ability to
reorganize, there is no reason to continue the bankruptcy
proceeding.

The real property was encumbered by a first-position lien in favor
of Mortgages Ltd. and subsequently by the lender in an amount in
excess of the real property's value.

                       About Northern 120

Phoenix, Arizona-based Northern 120, LLC, is a limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection (Bankr. D. Ariz. Case No. 09-28417) on
Nov. 5, 2009.  Mark W. Roth, Esq., and Wesley D. Ray, Esq., at
Polsinelli Shughart P.C., in Phoenix, Ariz., represents the Debtor
in its restructuring efforts.  The Debtor estimated $10 million to
$50 million in assets and debts in its Chapter 11 petition.


NORTHERN BERKSHIRE: Hospital Files for Chapter 11
-------------------------------------------------
Northern Berkshire Healthcare Inc., the operator of the North
Adams Regional Hospital in North Adams, Massachusetts, filed
for Chapter 11 protection (Bankr. D. Mass. Case No. 11-31114) on
June 13, 2011, in Springfield, Massachusetts.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to court filings, assets were on the books
for $63 million in September, including $35 million in property,
plant and equipment, a court filing says.  Debt includes $43
million owing on several issues of tax-exempt bonds.  Nuveen
Investments Inc. and affiliates hold "the vast majority" of the
bonds. Negotiations before the filing with Nuveen didn't pan out.
Other liabilities include $4.6 million owing to suppliers and
trade creditors.  The pension plan is under-funded by about $20.1
million.

According to the Bloomberg report, financial problems were caused
in part by admissions that declined 10.1% in 2009 and 3.1% in
2010.  So far this year, admissions are down 4.5%.  Revenue of
$68.5 million in 2010 resulted in a $14.2 million net loss
following a $15.1 million loss in 2009.  The nearest hospitals are
21 and 18 miles distant.

                    $43-Mil. Bond Debt

Jennifer Huberdeau at Berkshire Eagle reports that Northern
Berkshire officials say the bankruptcy filing is necessary: Six
months of intense negotiations with bondholders hasn't yielded an
agreement that would restructure and permanently reduce the
organization's $43 million in bond debt.  NBH's overall debt,
which includes capital leases and mortgages, is $49.5 million.

Berkshire Eagle says much of the $43 million in bond debt is
related to the expansion of North Adams Regional Hospital and the
remaining debt associated with the purchase of the Sweet Brook
nursing home and the Sweetwood assisted living facility in 1999.
Although NBH sold both Williamstown properties last August for
$6.6 million and the assumption of $15 million in liability debt,
it still retains some $13 million in debt from them.

Board of Trustees Chairman Dr. Arthur Turton said Chapter 11
will allow the organization to restructure its debt to a more
manageable size and emerge from bankruptcy protection proceedings
with a more fiscally sound foundation.

Berkshire Eagle says NBH officials hope for the Debtor to emerge
from the bankruptcy proceedings in about six months with a
settlement that structures the organization's debt to be
consistent with its overall valuation or worth. That figure will
be determined by the court.

                  About Northern Berkshire

Northern Berkshire Healthcare Inc. is located in North Adams,
Massachusetts with North Adams Regional Hospital (70 staffed bed
hospital), Sweetwood Continuing Care Retirement Community (70
independent living units), and Sweet Brook Care Centers (184 bed
skilled nursing facility) as the main revenue generating
components.


NORTHGATE CROSSING: Court Approves Winthrop as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized NorthGate Crossing LLC to employ Winthrop Couchot
Professional Corporation as general insolvency counsel.

The firm will charge the Debtor from $135 per hour for its
paralegal and $725 an hour for attorneys.

Prior to the Petition Date, Winthrop Couchot received from Toklan
Oil & Gas Corp. payments for legal fees incurred and expenses
advanced on the Debtor's behalf.  Toklan, Patrick B. Cobb and
Thomas Mann were guarantors of a $26 million construction loan
that La Jolla Bank, FSB, made to the Debtor pre-bankruptcy.
OneWest Bank FSB acquired the interest in the loan after La Jolla
Bank was placed in receivership.  OneWest has alleged that the
Debtor is in default under the loan and has commenced foreclosure,
prompting the Debtor to file for bankruptcy.

Patrick B. Cobb is the managing member of Oresund Capital LLC,
which holds a 50% membership interest in and is the managing
member of the Debtor.  PHR LLC holds the remaining 50% interest.
Toklan holds a 45% interest in PHR and Mr. Cobb holds a 4%
interest in PHR and a 45.95% interest in Toklan.

The payments made by Toklan to Winthrop Couchot were made in
advance and over time in the aggregate amount of $248,785 to
satisfy the Debtor's outstanding prepetition obligations to the
firm and to fund a retainer for the purpose of having the firm
represent the Debtor in bankruptcy.  As of the petition date, the
retainer has a balance of $195,700.

The firm attests that it holds no interest adverse to the interest
of the Debtor's estate.

                     About NorthGate Crossing

NorthGate Crossing LLC owns and plans to develop a roughly 88-acre
mixed use tract of real property located in the city of Indio,
Riverside County, California.  The planned project includes
commercial retail spaces, single family residences and a hotel.

NorthGate Crossing LLC, c/o Oresund Capital LLC, filed for Chapter
11 bankruptcy (Bankr. C.D. Calif. Case No. 11-24944) on May 5,
2011.  Judge Scott C. Clarkson presides over the case.  The Debtor
is represented by Richard H. Golubow, Esq., at Winthrop Couchot,
as bankruptcy counsel.  In its Scheduled, the Debtor disclosed
assets of $27,502,421 and debts of $29,015,903.


NORTHWESTERN STONE: Taps Ritchie Bros. to Auction Equipment
-----------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin authorized Northwestern Stone, LLC
to employ Ritchie Bros. Auctioneers (America), Inc., as auctioneer
for the purpose of conducting a public auction of certain of the
Debtor's equipment.

Ritchie Bros. will be paid a 9% gross commission from the gross
sale price of the equipment and the other costs from the auction
sale proceeds.

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.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop of von Briesen
& Roper, S.C., represents the Committee as legal counsel.


NORTHWESTERN STONE: Has Until Sept. 30 to File Reorganization Plan
------------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin extended Northwestern Stone, LLC's
exclusive right to filed and solicit acceptances for the proposed
a plan of reorganization until Sept. 30, 2011, and Nov. 29,
respectively.

The Debtor related that it needed more time to explore the sale of
its quarry located in Mt. Horeb Wisconsin which could further
reduce the amount of debt owed to McFarland State Bank by as much
as $2.5 million.

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.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop of von Briesen
& Roper, S.C., represents the Committee as legal counsel.


NORTHWESTERN STONE: Has Until July 14 to Tag Unexpired Leases
-------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin extended until July 14, 2011,
Northwestern Stone, LLC's time to assume or reject the Debtor's
unexpired leases with Stoughton Farms, Inc., Marvin Plenty, and WK
Stone Company, Inc.

The Court also approved the stipulation entered between the Debtor
and United States Cellular Operating Company, LLC, extending until
July 14, the time to assume or reject the Debtor's unexpired
leases.

United States Cellular leases a portion of real property from the
Debtor on which United States Cellular has placed a cell tower.

Donald L. Dicke represents United States Cellular.

                  About Northwestern Stone, LLC

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.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop of von Briesen
& Roper, S.C., represents the Committee as legal counsel.


NOVADEL PHARMA: Investors Agree to Amend Series PA & PC Warrants
----------------------------------------------------------------
NovaDel Pharma Inc. entered into a Consent Agreement with each of
the investors in the February 2011 financing.  Pursuant to the
Agreement, the Investors agreed to amend the Company's Series PA
and PC Warrants issued in February 2011 to extend the initial
exercise date of such warrants to the date that is one year and
one day from the effective date of the Company's Post-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (File
No. 333-170066).  No other terms of the warrants have been
modified or amended pursuant to the Agreement.

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

                       http://is.gd/OT7Ihm

                       About NovaDel Pharma

Bridgewater, N.J.-based NovaDel Pharma Inc. (OTC BB: NVDL)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company that develops oral spray formulations of marketed
pharmaceutical products.  The Company's patented oral spray drug
delivery technology seeks to improve the efficacy, safety, patient
compliance, and patient convenience for a broad range of
prescription pharmaceuticals.

The Company's balance sheet at March 31, 2011, showed $2.7 million
in total assets, $9.4 million in total liabilities, and a
stockholders' deficit of $6.7 million.

As reported in the TCR on April 1, 2011, J.H. Cohn LLP, in
Roseland, New Jersey, expressed substantial doubt about Novadel
Pharma's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses from operations and negative
cash flows from operating activities.


NURSERYMEN'S EXCHANGE: Bid Protocol OK'd; July 8 Auction Set
------------------------------------------------------------
On June 10, 2011, the U.S. Bankruptcy Court for the Northern
District of California entered its order approving the sales
procedures, including a breakup fee, in connection with the
proposed sale of at auction of Nurserymen's Exchange, Inc.'s
operating assets (and substantially all of the assets used in
connection with the operating assets).

In accordance with and subject to the Sale Procedures, the Bid
Deadline for submitting bids will be July 6, 2011, at 3:00 p.m.
The Auction will be held on July 8, 2011, commencing at 10:00 a.m.
at the offices of Gunderson Dettmer, 1200 Seaport Blvd., in
Redwood City, California.  The Sale Approval Hearing will be on
July 11, 2011, at 9:00 a.m.  Objections to the sale of Operating
Assets to the Winning Bidder will be filed with the Court at least
one day before the date of the Sale Approval Hearing.

                             Deposit

Pursuant to the approved sale procedures, qualified bids must
provide for a deposit of 5% of the purchase price (inclusive of
liabilities to be assumed) set forth in the bid.

        Debtor's Option to Select a Stalking Horse Bidder

On or before June 30, 2011, Debtor, after consultation with the
Official Committee of Unsecured Creditors (the "Committee"), may,
but will not be obligated to, designate one Qualified Bidder as a
"Stalking Horse Bidder".  Notice of selection of the Stalking
Horse Bidder will be promptly given to all Qualified Bidders and
Wells Fargo and filed with the Court.  Notwithstanding the
foregoing, Debtor will only designate a Stalking Horse Bidder upon
obtaining the agreement of Wells Fargo and the Creditor's
Committee.  In the event Debtor does designate a Stalking Horse
Bidder, it will provide notice of such designation to all
Qualified Bidders within one business day of the designation.

a) Break-Up Fee

Debtor may in its reasonable business judgment provide a selected
Stalking Horse Bidder (if any) with customary and usual "stalking
horse" protections, including a break-up fee and/or an expense
reimbursement in an amount not to exceed in the aggregate three
percent (3%) of the purchase price in the Qualified Bid of such
Stalking Horse Bidder (the "Break-Up Fee").  Notwithstanding the
foregoing, Debtor will only provide such stalking horse
protections upon obtaining the agreement of Wells Fargo and the
Committee.

b) Overbids Prior To Auction and Bid Deadline

In the event that Debtor selects a Stalking Horse Bidder by
June 30, 2011, then (i) the bid of each bidder, in order to be
considered a Qualified Bid (the "Initial Overbid"), will, in
addition to meeting the other criteria set forth in the Sale
Procedures, be in an amount that is sufficient to pay the Break-Up
Fee and result in additional consideration to Debtor's estate in
the minimum amount of $100,000, (such amount as determined
pursuant to this clause the "Overbid Amount"), and (ii) if an
Initial Overbid is made, each Qualified Bidder, including the
Stalking Horse Bidder, will have the right to submit a Qualified
Bid; provided that any such increased Qualified Bid must (x) be
greater than the Initial Overbid by no less than $50,000 (the
"Incremental Bid"), and (y) be submitted so as to be received by
FocalPoint, the Committee and Wells Fargo on or before the Bid
Deadline.

    Notification Prior To Auction and Deadline to Participate

Debtor, prior to the Auction, will inform in writing each
Qualified Bidder of (i) the Qualified Bid that represents the
highest or otherwise best offer for the Operating Assets as the
starting bid at the Auction (the "Highest Pre-Auction Qualified
Bid"); and (ii) the conditions (including the minimum overbid
increment) for the submission at the Auction of a bid that would
be higher and better than the Highest Pre-Auction Qualified Bid (a
"Subsequent Qualified Overbid").

                           The Auction

Only Qualified Bidders will be permitted to attend and to
participate at the Auction; provided, however, that nothing herein
prohibits Wells Fargo from attending and participating in the
Auction in their capacity as creditors of the estate, consistent
with the Sale Procedures, and not as bidders.  Qualified Bidders
who wish to submit a Subsequent Qualified Overbid at the Auction
must attend the Auction in person or through an authorized
representative.

The Operating Assets include:

     (i) the Debtor's intellectual, real and personal property
         -- including inventory and accounts receivable --
         licenses and leasehold interests in its operating
         business, including the greenhouses, warehouses and other
         agricultural facilities for the growing of flowering
         plants and foliage for indoor d,cor, sales and marketing,
         and decorative packing and shipping, located at 2651
         North Cabrillo Highway, Half Moon Bay, California 94109;

    (ii) the Debtor's wholesale center facility for sale of
         flowering plants, foliage and hard goods to wholesalers
         and certain other commercial customers;

   (iii) the Debtor's plant brokerage business also located at
         2651 North Cabrillo Highway, Half Moon Bay, California
         94109; and

    (iv) the assumption of certain of the Debtor's accounts
         payables to vendors, licensors and other suppliers
         critical to the ongoing operation of the Debtor's
         business.

                   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: Gets Interim Nod for $3.5-Mil. Loan
----------------------------------------------------------
On June 10, 2011, the U.S. Bankruptcy Court for the Northern
District of California authorized the Debtor to borrow, on an
interim basis, up to $3.5 million from Wells Fargo Bank, N.A., for
use through June 30, 2011, pursuant to a budget.  The Debtor is
further authorized to use cash collateral to make payments to the
Secured Lender on the prepetition obligations when due pursuant to
Bankruptcy Code Section 363(c).

A final hearing on Debtor's motion will be held on June 30, 2011,
at 10:30 a.m.  Any opposition by the final approval of the DIP
Financing will be filed no later than June 23, 2011.

Wells Fargo is granted, as security for the repayment of all
obligations under the DIP Loan first priority postpetition liens
on all assets of Debtor and its estate, including all proceeds,
junior only to (A) liens and security interests extant on the
Petition Date that were senior to the Prepetition Liens; (B) the
allowed and unpaid professional fees and disbursements incurred by
Debtor's estate, in an aggregate amount not in excess of $200,000
(the "Carve-Out"); and (C) the payment of fees pursuant to
28 U.S.C. Section 1930.

Wells Fargo is also granted a super-priority administrative
expense claim pursuant to Bankruptcy Code Section 364(c)(1) for
the DIP Financing, having priority over any and all other
administrative claims against Debtor, now existing or hereafter
arising, of any kind whatsoever, including, without limitation,
all administrative expenses of the kinds specified in or arising
or ordered under Bankruptcy Code sections 105(a), 326, 328, 330,
331, 503(b), 506(c) (subject to entry of a further Interim Order
or a Final Order) 507, 546(c) (subject to entry of a Final Order),
726, 1113, and 1114 or otherwise; provided, that the Super-
priority Claim will not be senior to any amounts due pursuant to
28 U.S.C. Section 1930 and may not be paid from the proceeds of
any Avoiding Power Causes of Action (as that term is defined in
the Motion).

A copy of the interim order, signed and filed June 10, 2011, is
available at:

    http://bankrupt.com/misc/nurserymen.june10interimorder.pdf

                       $5-Mil. Financing

As reported in the TCR on June 8, 2011, Wells Fargo agreed to
provide the Debtor a senior secured super-priority revolving loan
in the maximum principal amount of $5,000,000 for working capital
purposes and to facilitate the issuance of letters of credit
pending the consummation of the planned sale of the Debtor's
assets and repayment of the Debtor's prepetition debt to Wells
Fargo.

Wells Fargo and the Debtor are parties to a Credit and Security
Agreement dated as of Aug. 15, 2008.  The prepetition secured
debt is secured by liens on virtually all of the Debtor's real and
personal property assets.  The principal amount of the debt was
$15,490,150 as of the Petition Date, plus interest.  In addition,
the Debtor is contingently liable to Wells Fargo on a posted
letter of credit in the amount of $915,000, which liability is
secured by the Prepetition Collateral.

Pursuant to the Credit and Security Agreement dated May 23, 2011,
between Nurserymen's Exchange and Wells Fargo, the DIP loan will
automatically terminate on the earliest to occur of: (i) 30 days
after the Petition Date if a Final Order on terms acceptable to
Wells Fargo is not entered by the date; (ii) Aug. 5, 2011 -- or
the later date as the parties may agree; (iii) the effective date
of a plan of reorganization; (iv) the closing of the sale to a Bay
Area buyer of land not used in the operation of the Debtor's
business for $8,000,000 -- PUD Sale -- or the Operating Asset Sale
the proceeds of which will satisfy the Secured Debt in full; and
(v) an Event of Default as that term is defined in the DIP
Agreement.

                   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.


OCWEN FINANCIAL: Moody's Says B1 CFR Unaffected by Acquisition
--------------------------------------------------------------
Moody's Investors Service said that the B1 corporate family rating
of Ocwen Financial Corporation is not immediately impacted by that
company's June 5, 2011 announcement that it will purchase Litton
Loan Servicing LP (Litton) from Goldman Sachs (A1, Negative) for
$263.7 million in cash. The purchase will include Litton's Texas-
based loan servicing operations, and its approximately $41.2
billion servicing portfolio (calculated as of March 31, 2011).
Ocwen is being indemnified by Goldman for certain fines and
penalties that might be imposed by government authorities in
relation to Litton's pre-closing foreclosure and servicing
practices. The transaction is expected to close in the third
quarter of this year.

Moody's believes that the transaction is credit positive for Ocwen
due to its consolidating presence as one of the leading non-prime
special servicers in the US. Upon completion of the transaction,
based on year-end 2010 servicing volumes, Ocwen will become the
largest subprime servicer in the US with a servicing portfolio of
approximately $110 billion (calculated as of March 31, 2011). This
is Ocwen's second large acquisition over the last year having
purchased HomEq from Barclays and its $22.4 billion servicing
portfolio in September 2010.

Short-term credit negatives include increased leverage and
integration risk. Ocwen will finance the acquisition through a
combination of cash, a new $575 million five-year senior secured
term loan facility, and a new $2.5 billion servicer advance
facility. The $575 million will be used to pay the $263.7 million
purchase price and closing costs, and to retire a $337.4 million
existing servicing advance facility. As a result, Ocwen's debt to
equity ratio is projected to rise to approximately 3.5x from
approximately 2x as of December 31, 2010, however, even at 3.5x,
Ocwen's leverage is somewhat lower than similarly rated
competitors. In addition, the company's EBITDA to interest expense
ratio is expected to remain comparable with that of 2010.

Another large servicing acquisition once again introduces
integration risks. The company has grown very rapidly over the
last two years increasing in size from approximately $50 billion
in loans serviced to $110 billion once the Litton acquisition is
completed. Ocwen has demonstrated a reasonable ability during this
time to integrate large servicing acquisitions. However, a number
of RMBS transactions previously serviced by HomEq experienced what
are expected to be temporary interest shortfalls, due primarily to
Ocwen and HomEq possessing different servicer advance practices
(Please refer on moodys.com to the article title "Servicing
Transfer in RMBS Deals Causes Swap Termination and Halts Cashflow
to Bondholders" in the March 25, 2011 issue of ResiLandscape).

The last rating action on Ocwen was on June 22, 2010 when Moody's
assigned B1 Corporate Family and a B1 Senior Secured Note rating.

The principal methodology used in establishing these ratings was
Analyzing the Credit Risks of Finance Companies published in
October 2000.

Ocwen is headquartered in Atlanta, GA.


ONE RENAISSANCE: Has Interim Access to Cash Proceeds of Property
----------------------------------------------------------------
Randy D. Doub of the U.S. Bankruptcy Court for the Eastern
District of North Carolina authorized, in a second interim order,
One Renaissance, LLC to use the cash proceeds from the
postpetition rental of the Debtor's real property located at 3301
Benson Drive, Raleigh, Wake County, North Carolina.

On Dec. 15, 2000, the Debtor delivered to Union Capital
Investments, LLC a promissory note in the original principal
amount of $18,000,000.  The note matured on Jan. 11, 2011.  The
note is secured in part by that certain Deed of Trust and Security
Agreement Collateral includes executed on Dec. 15, 2000.  The note
is further secured in part by that certain assignment of leases
and rents executed by the Debtor.

Union Capital transferred and assigned all rights in the loan
documents to Wells Fargo Bank Minnesota, N.A., as trustee for the
registered holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2001-CK1.

The Debtor will be authorized to use the cash collateral for its
postpetition operating expenses, so long as the Debtor remitted
$124,594 to the holder.  The Debtor will deposit cash, checks, and
other cash received from the property encumbered by liens in favor
of the holder into the DIP operating account.  Further, the Debtor
will deposit $19,746 for the real estate taxes and insurance
expense-property in the DIP Trust account.

The Court set a June 1 hearing for the Debtor's further cash
collateral use.

                     About One Renaissance, LLC

Raleigh, North Carolina-based One Renaissance, LLC, a limited
liability company, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. N.C. Case No. 11-01793) on March 9, 2011.  Jason L.
Hendren, Esq., at Hendren & Malone, PLLC, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

No creditors committee has been appointed in the Debtor's case.


OPTIONS MEDIA: Posts $845,700 Net Loss in First Quarter
-------------------------------------------------------
Options Media Group Holdings, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $845,680 on $324,760 of
revenues for the three months ended March 31, 2011, compared with
a net loss of $582,893 on $126,296 of revenues for the same period
last year.

The Company's balance sheet at March 31, 2011, showed
$2.56 million in total assets, $1.32 million in total liabilities,
all current, and stockholders' equity of $1.24 million.

As reported in the TCR on May 31, 2011, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about Options
Media Group Holdings' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has a net loss of $9.86 million, and net
cash used in operations of $2.02 million for the year ended
Dec. 31, 2010, and a working capital deficit and an accumulated
deficit of $524,157, and $22.74 million respectively at Dec. 31,
2010.  The independent auditors noted that the Company has also
discontinued certain operations.

A copy of the Form 10-Q is available at http://is.gd/2ExpfB

                       About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc. has
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, it contained a
lead generation business and an SMS text messaging delivery
business.  In 2010, the Company transitioned by changing its focus
to smartphones and developing a robust anti-texting program that
prohibits persons in vehicles from texting and e-mailing while
moving.  As part of its focus on mobile software applications, the
Company has also broadened its suite of products including
obtaining a license to market mobile anti-virus software.  In
conjunction with this change of focus, in February 2011, the
Company sold its e-mail and SMS businesses.

The Company retains its lead generation business.  Since the
mobile software business did not generate any material revenue
until March 31, 2011, the revenue consists almost solely of lead
generation revenue.  In conjunction with this change of focus, the
Company is in the process of changing its name to PhoneGuard,
Inc., and is currently soliciting consents from its key
shareholders for that purpose.

The Company's remaining business from its original business model
is its lead generation business.  The Company offers lead
generation programs to assist a variety of businesses with
customer acquisition for the products and services they are
selling.  The Company pre-screens the leads through its online
surveys to meet its clients' exact criteria.  Revenue from
generating and selling leads to customers is recognized at the
time of delivery and acceptance by the customer.


OTTER TAIL: Sets Aug. 10 for Liquidating Plan Approval
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Otter Tail AG Enterprises LLC scheduled an Aug. 10
hearing for approval of the liquidating Chapter 11 plan when the
bankruptcy judge approved the explanatory disclosure statement
last week.

Mr. Rochelle relates Green Plains Renewable Energy Inc. bought the
Debtor's ethanol plant for a base price of $55 million cash and
total consideration of $60.1 million including $4.4 million for
inventory.  The sale fully paid about $54 million in secured
debt, leaving a municipal bond trustee and the county with about
$12.2 million in deficiency claims for infrastructure
improvements.  Other general unsecured claims amount to some
$435,000, the disclosure statement said.

Mr. Rochelle discloses that there will be about $2.5 million cash
remaining for distribution after expenses are paid, the disclosure
statement said.  Before the sale, Otter Tail negotiated a
consensual reorganization plan with most of its larger creditors.
The plan didn't fly because the company was unable to raise the
required $12.5 million in equity.

                      About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owned and operated a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 protection on Oct. 30, 2009
(Bankr. D. Minn. Case No. 09-61250).  Attorneys at Mackall,
Crounse & Moore, PLC, represent the Debtor in the Chapter 11 case.
Carl Marks Advisory Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


PALMDALE HILLS: LCPI Permits SunCal Entities to Use Cash
--------------------------------------------------------
Lehman Commercial Paper Inc. and the SunCal Debtors ask the
United States Bankruptcy Court for the Southern District of New
York to approve a stipulation modifying the automatic stay to the
extent it applies to them.

The SunCal Debtors are composed of Palmdale Hills Property LLC,
Acton Estates LLC, SunCal Bickford Ranch LLC, SunCal Emerald
Meadows LLC, SunCal Summit Valley LLC and Tesoro SF LLC.  They
have Chapter 11 cases pending in the United States Bankruptcy
Court for the Central District of California.

The Lehman Entities, as lenders, and as agents for all lenders
under applicable loan documents, assert secured claims against
the SunCal Debtors that approximate $2.3 billion, and include
within the scope of the pledged collateral certain real and
personal property owned by the SunCal Debtors.

Certain of the SunCal Debtors maintain bank accounts containing
cash or cash equivalents, which the Lehman Entities assert are
subject to perfected liens and therefore constitute the Lehman
Entities' "cash collateral" under Section 363 of the Bankruptcy
Code.  The SunCal Debtors dispute that contention, and assert
that the cash and cash equivalents -- the "Alleged Unencumbered
Cash" -- are not subject to perfected liens of the Lehman
Entities, and therefore, do not constitute "cash collateral"
under Section 363.

The Parties have negotiated and filed a stipulation with the
California Bankruptcy Court relating to the issue.  Under the
California Stipulation, the Lehman Entities consent to the use by
each SunCal of the Alleged Unencumbered Cash held by each of the
SunCal Debtor.  The Parties also agreed that repayment of the
Alleged Unencumbered Cash funding amount as administrative
expense claims under certain circumstances.

In the New York Stipulation, the Parties agree that the automatic
stay pursuant to Section 362 of the Bankruptcy Code is modified
solely to permit LCPI to enter into the California Stipulation
and undertake any actions contemplated to be taken by LCPI in
connection therewith, provided that nothing in the New York
Stipulation will require any party to enter into the California
Stipulation.  Except as provided in the New York Stipulation, and
to the extent the automatic stay applies, the provisions of
Section 362(a), including those provisions prohibiting any act to
collect, assess, or recover a claim that arose prepetition from
LCPI's bankruptcy estate and assets or property of LCPI will
remain in full force and effect.

Notwithstanding anything to the contrary, the New York
Stipulation is without prejudice to, and does not constitute a
waiver of, any rights, claims or privileges of the Parties with
respect to any issues that are not expressly addressed in the New
York Stipulation.  Specifically, and for the avoidance of doubt,
the Parties reserve all rights in connection with the Alleged
Unencumbered Cash, and all aspects of pending litigation among
the Parties, including any matters involving equitable
subordination or substantive consolidation.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.

Gramercy Warehouse Funding LLC and several creditors filed
involuntary petitions each against LBREP/L-SunCal Master I
LLC, LBREP/L-SunCal McAllister Ranch LLC, LBREP/L-SunCal McSweeny
Farms LLC, and LBREP/L-SunCal Summerwind Ranch LLC on Sept. 11,
2008 (Bankr. C.D. Calif Case No. 08-15588, 08-15637, 08-15639, and
08-15640).  Daniel H. Reiss, Esq., at Levene, Neale, Bender,
Rankin & Brill represents the petitioners.

SunCal affiliates led by Palmdale Hills Property, LLC, filed
voluntary Chapter 11 petitions (Bankr. C.D. Calif. Case No.
08-17206) on Nov. 6, 2008.  Affiliates that also filed separate
Chapter 11 petitions include: SunCal Beaumont Heights, LLC; SunCal
Johannson Ranch, LLC; SunCal Summit Valley, LLC; SunCal Emerald
Meadows LLC; SunCal Bickford Ranch, LLC; SunCal Communities I,
LLC; SunCal Communities III, LLC; and SJD Development Corp.

SunCal Companies is not in bankruptcy.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                     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)


PEGASUS RURAL: Files for Bankruptcy; May Sell Broadband Licenses
----------------------------------------------------------------
Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10 in Delaware.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

The Debtors, in court document, however, find value not on their
subscriber base but on the licenses they own.

XLC owns exclusive rights to use 2.5 GHz spectrum covering
8.5 million people in 11 states.  XLC holds these rights
through a combination of licenses that it owns outright and
roughly 79 licenses that it leases pursuant to long term leases
with nonprofit educational institutions.

In addition, Pegasus Guard Band, LLC holds 23 licenses for the 700
MHz A Block issued by the Federal Communications Commission, which
provide PGB exclusive rights to utilize 2MHz in the 700 MHz
frequency band with geographical areas that include 170 million
people.  The geographical areas include all of the East Coast and
Midwest, Most of the West Coast, as well as Hawaii, Alaska and
Puerto Rico.  The licenses were acquired by PGB in auctions in
2000 and 2001 for a cost of $96 million in cash.  The Debtors
believe that the licensees have a value of between $200 million
and $400 million.  The licenses have "significant value", the
Debtors say.

The Debtors say they were forced to file for bankruptcy when they
felt sufficiently threatened by actions to be taken by Beach Point
and realized that consensual restructuring had become fruitless.

The Debtors say they have not yet formulated a complete
restructuring plan.  However, the Debtors believe they have "at
least two potentially viable paths for reorganization."

Howard Verlin, executive vice president of the Debtors, said in
court filings that the Debtors may be able to find new funding
sources to replace Beach Point and allow the Debtors to exit these
bankruptcy cases in control of all or substantially all of its
assets.  As the value of the Debtors licenses, particularly the
700 MHz licenses, are well in excess of the Debtors' liabilities,
the Debtors believe that they would be well-positioned to exit
these cases with a financing package that would enable the
Debtors' to continue their operations outside of bankruptcy for
the foreseeable future.

Alternatively, the Debtors, according to Mr. Verlin, may be able
to sell the 700 MHz licenses for an amount substantially in excess
of all amounts owed to Beach Point.  The Debtors believe that the
current fair market value for these licenses is in excess of $200
million.  The value may be greatly increased depending on changes
to the evolving regulatory environment with respect to spectrum.
The Debtors believe that holding the 700 MHz licenses while the
regulatory environment clarifies with respect to these licenses
will significantly benefit the Debtors' estates and its creditors.
Additionally, the Debtors believe that, as it comes into focus,
the regulatory environment will favor the Debtors.

The parent will provide $1.6 million in financing for the Chapter
11 case.


PEGASUS RURAL: Updated Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Pegasus Rural Broadband, LLC
        225 City Line Avenue, Suite 100
        Bala Cynwyd, PA 19004

Bankruptcy Case No.: 11-11772

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Pegasus Guard Band, LLC               11-11773
Xanadoo Spectrum, LLC                 11-11774
Xanadoo Holdings, Inc.                11-11775
Xanadoo LLC                           11-11776

Chapter 11 Petition Date: June 10, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Jonathan M. Stemerman, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, Suite 1700
                  Wilmington, DE 19801
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: jms@elliottgreenleaf.com

                         - and -

                  Neil Raymond Lapinski, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, Suite 1700
                  P.O. Box 2327
                  Wilmington, DE 19899
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: nrl@elliottgreenleaf.com

                         - and -

                  Rafael Xavier Zahralddin-Aravena, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, Suite 1700
                  P.O. Box 2327
                  Wilmington, DE 19801
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: rxza@elliottgreenleaf.com

                  Shelley A. Kinsella, Esq.
                  ELLIOTT GREENLEAF
                  1105 North Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 384-9400
                  Fax: (302) 384-9399
                  E-mail: sak@elliottgreenleaf.com

Debtors'
Claims Agent:     EPIQ SYSTEMS, INC.

Assets & Debts:
                                   (in millions)
                               Assets           Debts
                               ------           -----
Pegasus Rural Broadband      $1 to  $10        $50 to $100
Pegasus Guard Band         $100 to $500        $50 to $100
Xanadoo Spectrum           $100 to $500        $50 to $100
Xanadoo Holdings           $100 to $500        $50 to $100
Xanadoo LLC                 $50 to $100        $50 to $100

The petitions were signed by Scott A. Blank, senior vice
president.

Consolidated List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Region V Education Service Center  License Lease          $451,855
2295 Delaware Street
Beaumont, TX 77703

The Source for Learning            License Lease          $145,200
11490 Commerce Park Drive, Suite 230
Reston, VA 20191-1532

Compucom                           Software Services      $115,081
P.O. Box 8500-50970
Philadelphia, PA 19178-0970

Wireless Communications Assoc.     Dues                    $75,000

225 City Associates, L.P.          Rent - Office Space     $55,763

Fulton City School District        License Lease           $50,000

Asher & Company, Ltd.              Professional            $48,975
                                   Services

Lubara Investment, LLC             Rent - Former           $46,104
                                   Retail Store

Franklin Real Estate               Rent - Former           $40,500
                                   Retail Store

Insite Towers, LLC                 Tower Rent              $40,150

SCE Broadband TX, LLC              License Lease           $33,000

Phillip Keith                      Severance               $31,655

Auburndale Parker LP               Rent - Former           $29,871

Pillsbury Winthrop Shaw Pittman    Professional            $28,838
LLP                                Services

Ubowireless Pty Ltd                Software Services       $28,200

Lubbock Central                    Prop Tax 2009 & 2010    $28,000

Bloomington Isd                    License Lease           $26,700

Concordia College                  License Lease           $24,228

Wallman Consulting, LLC            Professional            $23,293
                                   Services

Temple Junior College              License Lease           $22,250


PERKINS & MARIE: Hires Omni Management as Claims Agent
------------------------------------------------------
Perkins & Marie Callender's Inc., f/k/a The Restaurant Company,
and its affiliated debtor entities seek authority from the Court
to employ Omni Management Group, LLC, as claims, balloting, and
noticing agent in their chapter 11 cases.

The Debtors have identified potentially hundreds of entities or
persons to whom notice must be given for various purposes in the
Chapter 11 Cases, making utilization of an outside claims,
noticing and balloting agent appropriate.  It appears that
noticing, receiving, docketing and maintaining proofs of claim
would impose heavy administrative and other burdens upon the Court
and the Office of the Clerk of the United States Bankruptcy Court
for the District of Delaware.  Preparing and serving the notices
on all such creditors and parties in interest, and docketing and
maintaining the large number of proofs of claim that may be filed
in the Chapter 11 Cases, would strain the resources of the Clerk.

The Debtors propose to compensate Omni on the terms and conditions
set forth in the parties' agreement.  The Debtors have provided a
deposit to Omni in the amount of $25,000 in connection with the
Chapter 11 Cases.

Brian Osborne, a member of Omni Management Group, LLC, attests
that his firm is a "disinterested person" as that term is defined
in 11 U.S.C. Sec. 101(14), as modified by 11 U.S.C. Sec. 1107(b).
The officers and employees of Omni: (a) do not have any adverse
connection with the Debtors, their creditors or any other party in
interest or their attorneys and accountants, the United States
Trustee or any person employed in the office of the United
States Trustee, or any United States Bankruptcy Judge for the
District of Delaware; and (b) do not hold or represent an interest
adverse to the Debtors' estates with respect to the matters for
which Omni will be employed.

Omni's Mr. Osborne may be reached at:

          Brian Osborne
          OMNI MANAGEMENT GROUP, LLC
          1120 Avenue of the Americas, 4th Floor
          New York, NY 10036
          Telephone: (212) 302-3580
          E-mail: bosborne@omnimgt.com

              About Perkins & Marie Callender's Inc.

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.

DIP Lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.


PERKINS & MARIE: Asks for $14-Mil. of DIP Financing on Interim
--------------------------------------------------------------
Perkins & Marie Callender's Inc., f/k/a The Restaurant Company,
and its affiliated debtor entities seek Bankruptcy Court authority
to dip their hands into the DIP financing facility extended by
Wells Fargo Capital Finance, LLC, as arranger and administrative
agent to the DIP lenders.

The Debtors also seek permission to use cash collateral securing
obligations to their prepetition lenders.  The Debtors propose to
provide adequate protection liens to the lenders.

According to papers filed in court, the DIP lenders have committed
to provide up to $21 million in revolving credit facility.  The
Debtors asked the Court at the June 14 hearing for authority to
use up to $16.0 million on an interim basis.

The DIP facility includes a $15.0 million subfacility for the
issuance of postpetition letters of credit.  Availability under
the DIP Facility is not tied to a borrowing base, but is basically
limited to the amount necessary to fund general corporate needs
(including working capital needs) in accordance with the
applicable 13-week budget prepared by the Debtors.

Upon entry of an Interim DIP Order, all existing letters of credit
-- aggregating $10,058,760 in face amount -- will be integrated
into the DIP Facility and be deemed to have been issued under the
DIP Facility, and will constitute DIP Facility Letters of Credit.

Loans made under the DIP Facility bear interest at a rate per
annum, as selected from time to time by the Debtors, equal to:

     (a) the Base Rate plus 3.50% per annum; or
     (b) the LIBOR Rate plus 4.50% per annum.

The Base Rate has a floor of 2.00% per annum; and the LIBOR Rate
has a floor of 1.00% per annum.

Interest generally is payable on a monthly basis in arrears.

The Debtors will pay the DIP lenders a closing fee of $200,000,
payable on the date of entry of the Interim DIP Order.  The
payment of this $200,000 closing fee also will satisfy, in full,
the $100,000 forbearance fee that had been payable by the Debtors
in accordance with the Wells Fargo Forbearance Agreement relating
to the Debtors' prepetition credit facility.

Pursuant to Sec. 364(c)(1) of the Bankruptcy Code, all of the DIP
Obligations shall constitute an allowed claim against the Debtors,
with priority over any and all administrative expenses.  The DIP
Facility is to be secured by a first priority senior priming
security interest in and lien on all assets of the Debtors.
However, the DIP liens will not include (a) Avoidance Actions and
the proceeds thereof until the entry of the Final Order and (b)
certain excluded assets.

The DIP Facility to terminate on the earliest of: (a) the date on
which the Debtors terminate the DIP Facility and repay all
outstanding amounts; (b) Dec. 14, 2011; (c) five days after the
Petition Date, if the Interim Order has not been entered by such
date; (d) 45 days after the Petition Date, if the Final Order has
not been entered by such date; (e) the date on which the Interim
Order expires, if the Final Order is not yet entered and
effective; (f) the sale of substantially all of the Debtors'
assets under section 363 of the Bankruptcy Code; (g) the effective
date of a confirmed plan of reorganization that does not provide
for payment in full of all amounts owed under the DIP Facility
Documents; (h) conversion of any of the Chapter 11 Cases to
chapter 7 of the Bankruptcy Code; and (i) the date of termination
of the DIP Lenders' lending commitments (whether by acceleration
or otherwise).

The DIP liens are subject to a Carve-Out for professional fees of
up to $300,000, plus fees payable pursuant to 28 U.S.C. Sec. 1930
and to the Clerk of the Court.

Wells Fargo is represented by:

          Jesse H. Austin III, Esq.
          PAUL, HASTINGS, JANOFSKY & WALKER LLP
          600 Peachtree Street, N.E., Twenty-Fourth Floor
          Atlanta, GA 30308
          Fax: 404-815-2424
          E-mail: jessaustin@paulhastings.com

               - and -

          Jennifer St. John Yount, Esq.
          PAUL, HASTINGS, JANOFSKY & WALKER LLP
          515 South Flower Street, Twenty-Fifth Floor
          Los Angeles, CA 90071
          Fax: 213-996-3008
          E-mail: jenniferyount@paulhastings.com

              About Perkins & Marie Callender's Inc.

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.


PERKINS & MARIE: Loan Requires Chapter 11 Completion by Sept. 23
----------------------------------------------------------------
The credit agreement governing Perkins & Marie Callender's Inc.'s
$21 million DIP financing facility arranged by Wells Fargo Capital
Finance, LLC, requires the Debtors to meet certain milestones.
Specifically, the facility will terminate in the event:

     (a) the Debtors do not commence the Chapter 11 Cases and file
the plan of reorganization and disclosure statement on or before
June 23, 2011;

     (b) the Debtors do not obtain entry of an order approving the
DIP Credit Agreement on or before [June 17, 2011];

     (c) the Debtors do not obtain entry of an order approving the
disclosure statement on or before Aug. 1, 2011;

     (d) the Debtors do not obtain entry of an order confirming
the plan of reorganization on or before Sept. 5, 2011; and

     (e) the effective date of the plan of reorganization does not
occur on or before Sept. 23, 2011.

The Court set a June 14 hearing to consider the Debtors' request
to use the $16 million portion of the loan.

The Court was also set to consider other so-called "First Day"
motions filed by the Debtors including:

     -- Motion Prohibiting Utilities from Discontinuing Service
(II) Finding Utilities Adequately Assured of Payment, and (III)
Establishing Procedures for Determining Adequate Assurance of
Payment;

     -- Motion to Pay Sales and Use Taxes , and (II) Financial
Institutions to Process and Cash Checks and Related Transfers;

     -- Motion to Continue Customer Programs;

     -- Motion to Authorize the Debtors to (A) Continue Pre-
Petition Insurance Coverage and Enter into New Insurance Policies
and (B) Maintain Pre-Petition Premium Financing Agreements and
Enter into New Post-Petition Premium Financing Agreements and (II)
Authorizing and Directing the Debtors' Banks and Other Financial
Institutions to Process, Honor and Pay Certain Checks and Fund
Transfer Requests;

     -- Motion to Approve Order Confirming Grant of Administrative
Expense Status to Obligations Arising from Post-Petition Delivery
of Goods or Delivery of Services;

     -- Motion to Authorize Debtors to Pay Certain Pre-Petition
Claims of Suppliers and Vendors of Goods Entitled to
Administrative Priority;

     -- Motion to Pay PACA/PASA Claims under PACA and State
Statutes of Similar Effect;

     -- Motion to Authorize the Payment of Pre-Petition Claims of
Freight Forwarders, Carriers, Warehousemen and Similar Claimants;

     -- Motion to Authorize and Approve Continued Use of Cash
Management System, (II) Authorizing Use of Pre-Petition Bank
Accounts and Business Forms, (III) Authorizing Payment of Pre-
Petition Costs and Fess Associated with Customer Credit Card
Transactions, (IV) Waiving the Requirements of 11 U.S.C. Sec.
345(b) on an Interim Basis and (V) Granting Certain Related
Relief;

     -- Motion to Pay Employee Wages , Compensation and Employee
Benefits and Continue Payment of Wages, Compensation and Employee
Benefits in the Ordinary Course of Business; and (II) Authorizing
the Debtors' Banks and Other Financial Institutions to Process,
Honor and Pay Certain Checks Presented for Payments and to Honor
Certain Fund Transfer Requests; and

     -- Motion for an Order Authorizing the Debtors to (I) Reject
Nunc Pro Tunc to the Petition Date Certain Unexpired Non-
Residential Real Property Leases Related to Closed Restaurant
Locations, and (II) Abandon any Property that Remains on the
Premises Covered by the Leases

              About Perkins & Marie Callender's Inc.

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP Lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.


PERKINS & MARIE: Wins Approval of First Day Motions
---------------------------------------------------
Perkins & Marie Callender's Inc. disclosed that the United States
Bankruptcy Court for the District of Delaware has granted approval
of the "First Day Motions" filed by the Company to enable it to
conduct business in the ordinary course as it seeks to implement a
financial and operational restructuring and position itself for
long-term financial success.

All of the Company's operations, including its restaurants, are
open and serving customers in the normal course.  The Company and
its restaurants will continue to provide their customers with a
high-quality dining experience during the pendency of its
restructuring process and beyond.

On June 13, 2011, as part of its voluntary filing for
reorganization under chapter 11 of the United States Bankruptcy
Code, the Company submitted First Day Motions designed to support
its domestic customers, vendors and employees.  At a hearing on
June 14, 2011, the Court granted permissions for the Company,
among other things, to:

   * Continue honoring its gift cards, valid coupons, charity
     certificates and other customer programs;

   * Pay its employees in the usual manner and continue their
     primary benefits;

   * Continue to maintain its cash management system;

   * Pay certain prepetition claims of its vendors, suppliers,
     shippers, carriers, freight forwarders and warehousemen; and

   * Pay postpetition invoices/claims for delivery or shipment of
     goods or services received or rendered to the Company
     postpetition.

In addition, the Court authorized the Company to access up to $16
million under a new $21 million Debtor-in-Possession credit
facility on an interim basis in order to continue to finance its
operations and make essential payments, such as funding employee
payrolls, paying taxes and purchasing necessary goods and
services.  The Company will seek final approval of the entire DIP
Financing at a future hearing before the Court.

Jay Trungale, the chief executive officer of the Company, said,
"The authorization granted by the Court is an important first step
in our restructuring process and will facilitate the smooth
functioning of the Company as the process advances.  With the
support of our secured and unsecured noteholders, we will continue
to work to complete our restructuring process as soon as possible
and emerge in a strengthened financial position that will allow us
to more effectively compete and achieve long-term success."

                    About Perkins & Marie

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP Lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.


PRIDE INTERNATIONAL: Fitch Upgrades IDR to 'BBB' from 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded and simultaneously withdrawn Pride
International Inc.'s (Pride; NYSE:PDE) ratings following the
company's acquisition by Ensco plc (Ensco; NYSE:ESV). The long-
term Issuer Default Rating (IDR) and senior unsecured ratings were
upgraded to 'BBB' from 'BB+'. All ratings were removed from Rating
Watch Positive.

Fitch has withdrawn the aforementioned ratings for business
reasons. The ratings are no longer relevant to the agency's
coverage.


QIMONDA AG: U.S. Units File Liquidating Plan
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Qimonda North America Corp. and affiliate Qimonda
Richmond LLC filed their liquidating Chapter 11 plan last week.
The hearing for approval of the explanatory disclosure statement
is set for July 12.  The companies are aiming for a Sept. 19 plan
confirmation hearing.

The report relates that under the Plan, unsecured creditors of
Qimonda Richmond are in line for a dividend between 8.7% and
14.4%, on claims ranging from $390 million to $600 million.  There
are no secured claims of significance.  Qimonda Richmond expects
to have $70.6 million cash when the plan becomes effective in
October, not including $42 million being held aside if the
challenge to the validity of a secured claim doesn't pan out.
Qimonda North American expects to have $21.3 million cash when the
plan takes effect.

                      About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- approximately 12,200 employees worldwide, of which
1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq.,
at Richards Layton & Finger PA, represent the Debtors.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
estimated more than US$1 billion in assets and debts.  The
information, the Debtors said, was based on Qimonda Richmond's
financial records which are maintained on a consolidated basis
with Qimonda North America Corp.


QTC MANAGEMENT: Moody's Upgrades CFR to B1; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of QTC Management,
Inc., including corporate family rating to B1, probability of
default rating to B2, and ratings on the first lien facilities to
Ba3.

These rating actions were taken:

   -- Corporate Family Rating, upgraded to B1 from B2;

   -- Probability of Default Rating, upgraded to B2 from B3;

   -- $15 million sr. sec. revolving credit facility, due November
      2011, upgraded to Ba3 (LGD3, 31%) from B2 (LGD3, 34%);

   -- $62 million sr. sec. term loan, due November 2012, upgraded
      to Ba3 (LGD3, 31%) from B2 (LGD3, 34%).

RATINGS RATIONALE

The upgrade of the corporate family rating to B1 is supported by
the company's demonstrated ability to consistently generate
considerable revenue growth and free cash flow, and improve
interest coverage. QTC applies most of its free cash flow toward
debt reduction and has de-levered its balance sheet to $62 million
of term loan debt at March 2011 from $140 million at the end of
2007. By generating robust cash flow and using it to pay down
debt, QTC has been able to reduce adjusted debt leverage to 1.7
times from 5 times in 2007.

The B1 corporate family rating is constrained by QTC's small size
and very high revenue concentration with the Department of
Veterans Affairs and the increase in refunding risk as the
company's senior secured revolving credit facility (no
outstandings) is due in November 2011, and term loan in November
2012. The rating also reflects the business risk associated with
intensifying competition over upcoming contract renewals that may
reduce contract prices and result in margin pressure.

The stable outlook incorporates expectation that QTC will retain
its relationships with significant customers. Moody's also expects
for continued free cash flow generation, and no significant
shareholder friendly initiatives or debt financed acquisitions.

Moody's believes the ratings will continue to be constrained in
the near-term by the company's limited scale and contract
diversity. However, longer-term, the ratings could be upgraded if
the company is able to continue to sustainably grow revenues and
expand its customer base through new contracts wins. Because of
QTC's small scale and concentration risk, in order for QTC to be
upgraded to Ba3, financial metrics would need to be very strong
compared to the median Ba3 rating.

The ratings could face downward pressure if QTC were to lose the
contract with VA or any other sizable contract. Further, an
increase in leverage due to an acquisition or shareholder friendly
initiative could also result in downward rating pressure.

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

QTC Management, Inc, based in Diamond Bar, California, is a
provider of disability evaluations and medical evidence
development services. The company provides disability exams under
contracts with the Department of Veterans Affairs and other
governmental agencies through its national network of over 12,000
independent physicians. Revenues for the trailing twelve-month
period ended March 31, 2011 were approximately $195 million.


RANCHO KEYSTONE: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Rancho Keystone Park, LLC
                4370 La Jolla Village Drive, Suite 850
                San Diego, CA 92122

Case Number: 11-33799

Involuntary Chapter 11 Petition Date: June 7, 2011

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Petitioner's Counsel: Jeffrey R. Erler, Esq.
                      BELL NUNNALLY & MARTIN, LLP
                      3232 McKinney Ave.,Ste. 1400
                      Dallas, TX 75204
                      Tel: (214) 740-1490
                      Fax: (214) 740-1499
                      E-mail: jeffe@bellnunnally.com

Rancho Keystone Park, LLC's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Wamstad Law              Services Rendered      $8,600
13642 Mango Drive
Del Mar, CA 92014

Weiss and Company        Services Rendered      $3,500
5151 Shoreham Pl.
Suite 210
San Diego, CA 92122

Blanchard, Krasner &     Services Rendered      $15,488
French, P.C.
800 Silverado St.
2nd Floor
La Jolla, CA 92037

Pacific Commercial       Services Rendered      $4,000
Management, Inc.
3978 Sorrento Valley Blvd.
Suite 100
San Diego, CA 92121


REGAL PLAZA: Disclosure Statement Hearing Continued to Aug. 10
----------------------------------------------------------------
In a bankruptcy court-approved stipulation, Regal Plaza LLC and
Nevada State Bank agreed that the hearings for the Debtor's
requests to:

   * approve the adequacy of its proposed disclosure statement
     and set a confirmation hearing; and

   * establish values of Shopping Center for purposes of a
     Chapter 11 plan of reorganization

will be continued from June 2, 2011 to August 10, 2011 at 9:30
a.m.

The Disclosure Statement hearing has been adjourned several times
since February 8, 2011.

The Disclosure Statement explains a Chapter 11 plan of
reorganization that contemplates that payments to allowed claim
holders will be sourced from the Reorganized Debtor's projected
income.  The Debtor expects to earn money, from, in part, leasing
of 5,000 square feet of its property to Euphoria Salon and the
completion of the build-out of 15,000 sq. ft. of tenant
improvements for Healthcare Preparatory Institute

Non-Insider General Unsecured Creditors will be paid 100%, without
interest, from the rents collected from the Tenants or funds
provided by Delta Point, LLC.  Beginning on 1st day of the 1st
month following the Effective Date, Non-Insider Genera Unsecured
Creditors will be paid at least $10,000 per month pro rata for
approximately 18 months, at which time the balance due on the
claims will be paid.

Current equity is terminated.  Delta Point, LLC, a current member
of the Debtor and any other party will obtain an equity interest
in the reorganized Debtor in exchange for post-petition new value
of not less than $500,000.

A copy of the Disclosure Statement, as amended and filed Dec. 23,
2010, is available for free at:

            http://bankrupt.com/misc/RegalPlaza.DS.pdf

                      About Regal Plaza, LLC

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the Petition Date.


ROCK & REPUBLIC: Plan Trustee Wants Ex-CEO to Return Assets
-----------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that David K. Gottlieb, the trustee of the liquidating
trust created under Rock & Republic's Chapter 11 plan, on Friday
filed a pair of motions that accuse company founder Michael Ball
of refusing to loosen his grip on "valuable" assets that belong to
the estate and of attempting to seize control of the wind-down
process, perhaps to gain an edge in his new business.

DBR notes that Mr. Ball -- former chief executive of Rock &
Republic and the beneficiary of various releases under a deal
folded into its Chapter 11 plan -- has recently been serving as a
landlord to the liquidating trust, leasing it space in the
Inglewood, Calif., facility where the company's operations and
remaining assets were transitioned during its bankruptcy case.
According to Mr. Gottlieb, the arrangement has left the trustee,
the professionals working for him, and the liquidation firm
they've partnered with "at the mercy of Ball and his ever-changing
rules," a setup that has allowed Mr. Ball to leverage his position
of power and wrest control of the liquidation process away from
the trustee.

According to the report, Mr. Gottlieb said Mr. Ball's actions
include refusing to share keys or entry codes to the site and
calling the police in an attempt to stop Great American Group
Inc., which is liquidating the assets, from preparing merchandise
for auction.  Mr. Gottlieb said Mr. Ball is hindering the
trustee's duty to wind down the assets.  But Mr. Gottlieb said he
is also worried that a more egregious aim could lie beneath Mr.
Ball's "charade," that the former chief executive may be
"potentially misappropriating valuable trust assets for his
personal use."

DBR says attorneys for Rock & Republic were not immediately
available for comment.  Mr. Ball did not respond to an email
requesting comment Tuesday.

According to DBR, Mr. Gottlieb wants the Bankruptcy Court to force
Mr. Ball to allow the liquidating trust "unfettered access to" the
merchandise.  He also wants total control of the premises returned
to the trust.  Mr. Ball is currently using about 25% of the space
for his "new denim brand and personal storage," according to court
papers.  Mr. Gottlieb is also seeking the return of "certain
valuable estate assets," of which Mr. Ball is in "unlawful
possession." The assets include an Aston Martin, a Bentley and a
Mercedes-Benz, which Mr. Gottlieb said Ball has refused to turn
over.

The Bankruptcy Court will consider the trustee's motions at a
hearing set for Thursday.

                     About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy were
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.


ROUND TABLE: Has Interim OK to Use Cash Collateral Until July 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
entered, on May 25, 2011, its 7th interim order granting Round
Table Pizza, Inc., et al., authorization to use cash collateral in
the ordinary course of its business through 5:00 p.m. on July 28,
2011, in accordance with a cash budget.

A further hearing on the cash collateral motion is set for
July 28, 2011, at 10:00 a.m. before the Honorable Roger Efremsky,
United States Bankruptcy Judge.

General Electric Credit Corporation, Agent for the Lenders, for
and on behalf of itself, the Lenders and all other parties
entitled to the benefit of liens or security interests under the
pre-petition documentation between Round Table and the Lenders, is
granted replacement liens against Round Table's post-petition
assets (other than rights and causes of action arising under
Chapter 5 of the Bankruptcy Code) with the same nature, extent,
validity and enforceability as their pre-petition liens, but
solely to secure any diminution in the value of its collateral,
with all interested parties reserving all rights with respect to
the scope of the pre-petition collateral.

Notwithstanding the foregoing, any replacement liens will be
subordinated to the compensation and expense reimbursement
(excluding professional fees) allowed to any trustee thereafter
appointed in the case.

A copy of the Seventh Interim Order is available at:

     http://bankrupt.com/misc/roundtable.7thinterimorder.pdf

                     About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  Michael St.
James, Esq., at St. James Law, P.C., serves as co-counsel.  Round
Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  Attorneys at Brownstein Hyatt Farber
Schreck, LLP, Los Angeles, represents the committee as counsel.
Bailey, Elizondo & Brinkman, LLC, serves as the committee's
financial advisor.


ROUND TABLE PIZZA: Disclosure Statement Hearing Set for July 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
Oakland Division, will convene a hearing to consider approval of
the disclosure statement explaining Round Table Pizza, Inc.'s plan
of reorganization on July 28, 2011, at 10:00 a.m.  Last day to
oppose the disclosure statement is July 8.

The Plan provides for these classification and treatment of
claims:

   Class Creditors                 Treatment
   ----- ---------                 ---------
     1   GECC/Prudential           Interest only in 2011; interest
         (Owed approximately       and 5% of principal each year
         $35 million secured by    thereafter; fully due after 5
         all assets)               years; terms comparable to
                                   original Credit Facility terms

     1B  Other secured claim       Payment, surrender of
         (Claims secured by        collateral or other permissible
         assets of two Tahoe       non-consensual treatment
         stores, seized from
         defaulted franchisee)

     2   Priority Claims           Paid in full on Effective Date
         ($256,000 obligation to   (estimated October 1, 2011)
         the Employee Share
         Option Plan)

     3A  Unsecured claims up to    Paid 50% of claim, amount up to
         $5,000 or who elect       $2,500, on the Effective Date
         Class 3A treatment        in full satisfaction of claim

     3B  Unsecured claims          Paid in full with 3.25%
         greater than $5,000 or    interest from February 9, 2011
         who elect Class 3B        through payments twice a year
         treatment                 of all Distributable Cash
                                   beginning in 2012, estimated to
                                   be completed in 2014

     4   ESOP equity ownership     Preserved intact, but no
         in Round Table            funding for stock repurchases
                                   or additional contributions
                                   until all Class 3B claims are
                                   paid in full

Round Table estimates that general unsecured claims will aggregate
$7,206,000.  The unsecured creditors in this case fall into four
distinct categories:

   Lease Rejection Claims        $1,316,000
   Trade/Other Unsecured         $1,943,000
   Managed Claims                $2,710,000
   ESOP (less priority option)   $1,237,000
                                 ----------
      Total General Unsecured    $7,206,000

General Electric Capital Corp. and Prudential and the Official
Committee of Unsecured Creditors have advocated a postpetition
sale effort.  Round Table, in the Plan, asserts that that effort
would be an inappropriate expenditure of material funds ($250,000
to $400,000) and efforts, deflecting and delaying the
reorganization process, without plausibly providing a possibility
of a positive outcome for the affected constituencies.

As previously reported by The Troubled Company Reporter on June 3,
2011, Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GECC, agent for the secured lenders, said the
reorganization plan proposed by Round Table Pizza is "not a viable
exit strategy."  Round Table filed a reorganization plan in late
April supported by neither the official creditors' committee nor
the secured lenders.  The plan proposes stretching out the payment
on secured debt while existing shareholders retain their stock and
management receives bonuses.  GECC told the bankruptcy judge in
Oakland, California, that none of its interest has been paid since
the Chapter 11 filing in February.  Similarly, Round Table has
paid none of the lenders' professional costs.  GECC is objecting
to the payment of fees for Round Table's lawyers unless its
counsel is similarly paid.  Round Table has "never seriously
considered" a sale, the lenders said.

A full-text copy of the Disclosure Statement, dated June 9, 2011,
is available for free at:

       http://bankrupt.com/misc/ROUNDTABLE_disclosure

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.


RUTHERFORD CONSTRUCTION: Can Hire Vogel & Cromwell as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
authorized Rutherford Construction, Inc. to employ Vogel &
Cromwell, L.L.C., as its bankruptcy counsel.

As reported in the Troubled Company Reporter on May 5, 2011, Vogel
& Cromwell is expected to, among other things:

   -- file all necessary motions, applications and pleadings in
      the Debtor's estate;

   -- file motions for the sale of assets; and

   -- provide such other necessary legal services as may be
      required by the Debtor.

The hourly rates of Vogel & Cromwell's personnel are:

         Partners              $195 - $225
         Paraprofessionals      $55 -  $75

To the best of the Debtor's knowledge, Vogel & Cromwell is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can reached at:

         George I. Vogel, II, Esq.
         VOGEL & CROMWELL, L.L.C.
         P. O. Box 18188
         Roanoke, VA 24014

                About Rutherford Construction, Inc.

Fishersville, Virginia-based, Rutherford Construction, Inc., filed
for Chapter 11 protection (Bankr. W.D. Va. Case No. 11-50346) on
March 15, 2011.   George I. Vogel, II, Esq., at Vogel & Cromwell
represents the Debtor in its restructuring effort.  The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
of the Chapter 11 filing.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three members to the official committee of unsecured creditors in
the Debtor's cases.


SCOVILL FASTENERS: Gores Group Completes Acquisition of Assets
--------------------------------------------------------------
The Gores Group, LLC, has entered into final phases of acquiring
substantially all of the assets of Scovill Fasteners through a
transaction under Section 363 of the U.S. Bankruptcy Code.  The
U.S. Bankruptcy Court for the District of Delaware approved the
transaction on June 10, 2011.

"We are very excited with this acquisition. Scovill is an
outstanding company with great employees and an impressive lineup
of products.  Scovill employees have a great history and
reputation for providing customers with top-notch quality products
and services," said Mike Hirano, Managing Director of The Gores
Group.  "We think it has a bright future and look forward to
working with the management team and employees to help grow the
company."

                       About The Gores Group

The Gores Group, LLC --http://www.gores.com/-- is a private
equity firm focused on acquiring controlling interests in mature
and growing businesses which can benefit from the firm's operating
experience and flexible capital base.  The firm combines the
operational expertise and detailed due diligence capabilities of a
strategic buyer with the seasoned M&A team of a traditional
financial buyer.  The Gores Group, which was founded in 1987 by
Alec E. Gores, has become a leading investor having demonstrated
over time a reliable track record of creating substantial value in
its portfolio companies alongside management.  The firm's current
private equity fund has committed equity capital of more than $4
billion. Headquartered in Los Angeles, The Gores Group maintains
offices in Boulder, CO, and London.


                       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.


SHARPER IMAGE: Authorized to Reimburse on Gift Cards
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that liquidated retailer Sharper Image Corp. was given
approval last week to reimburse former customers for unused gift
cards.  Customers who can't produce a copy of the card can receive
a maximum of $100.  For those with copies, the maximum is $2,245.
The bankruptcy judge authorized spending $200,000 on a media
campaign advertising the existence of the program. Originally, the
company wanted to spend $60,000.

Mr. Rochelle recounts that after Sharper Image filed under Chapter
11 in February 2008, customers could use gift cards only for
purchases twice the amount of the card.  All the stores were
closed later and the assets liquidated.  The company said that
claims on gift cards might represent the largest category of
priority claims entitled to full payment.

Honoring gift cards isn't entirely voluntary by Sharper Image. The
bankruptcy court allowed a class action on behalf of gift card
holders.

                     About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Company's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the going
out of business sales of its assets by a group consisting of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.


SHOPPES OF LAKESIDE: Taps Jerry Dicht to Prepare 2010 Tax Returns
-----------------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Shoppes of Lakeside, Inc., to
employ Jerry Dicht, CPA, of Sidlow, Metelits, Dicht & Co., as
accountant.

Mr. Dicht, a principal of the firm, is preparing both of the
Debtor's federal and state tax returns for 2010.

Mr. Dicht estimated that the total charge for all the services to
be rendered will be $5,000.  The hourly rates of the firm's
personnel is $175.

Mr. Dicht assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Shoppes of Lakeside, Inc.

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., filed for
Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. M.D.
Fla. Case No. 10-05199).  Bryan K. Mickler, Esq., who has an
office in Jacksonville, Florida, assists the Company in its
restructuring effort.  The Company disclosed $39,894,050 in assets
and $37,748,101 in liabilities.

The Debtors Plan provides for, among other things (i) General
Unsecured Creditors will receive a distribution of 100% of their
allowed claims; and after the effective date of the Plan, the
directors, officers, and voting trustees of the Debtor, any of its
affiliate participating in a joint Plan, or its successor under
the Plan will be Chris Hionides.  Mr. Hionides is the current
president of the Debtor.  As post-confirmation manager of the
Debtor, he will not receive any compensation until all other
classes are paid in full.


SITEL WORLDWIDE: S&P Affirms CCR at 'B'; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on
Nashville-based outsourced customer care services provider Sitel
Worldwide Corp. following the amendment to its credit facility and
the partial extension its $168 million senior secured term loan B
due 2017. "We assigned a 'B+' issue rating and '2' recovery rating
to the extended portion of the term loan facility," S&P related.

The amendment did not alter debt amounts or security. Although the
company gained moderate covenant relief through its recent
amendment, the outlook remains negative, reflecting challenges
related to its declining revenues.

"We expect that Sitel's revenue erosion, related to lower business
volumes and customer attrition, will moderate beginning in the
second half of 2011, reflecting ongoing investments and
enhancements to its sales and marketing process," said Standard &
Poor's credit analyst William Backus. "We also estimate that
EBITDA and financial leverage ratios will remain relatively stable
over the near term as the company's actions to rationalize
operating expenses continue to be successful."


SKYWAY AIRPORT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Skyway Airport Plaza
        1025 Chapala St.
        Santa Barbara, CA 93101

Bankruptcy Case No.: 11-bk-12682

Chapter 11 Petition Date: June 7, 2011

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

Judge: Robin Riblet

Debtor's Counsel: Edward P. Kerns, Esq.
                  LAW OFFICES OF EDWARD P. KERNS
                  5743 Corsa Ave., Ste 116
                  Westlake Village, CA 91362
                  Tel: (818) 707-0370
                  Fax: (805) 832-6359
                  E-mail: EdwardKerns@aol.com

Scheduled Assets: $6,000,000

Scheduled Debts: $2,522,963

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

The petition was signed by Robert Montgomery, manager.


SMART & FINAL: Moody's Withdraws Proposed Bank Facility Rating
--------------------------------------------------------------
Moody's Investors Service withdrew ratings of Smart & Final's
proposed $325 million first lien term loan and $75 million second
lien term loan because the transaction as proposed was not
consummated. The company launched the proposed refinancing
transaction after it paid down a portion of existing first and
second lien term loans through proceeds from the sale of its
Henry's Farmers Markets stores.

Ratings for the company's existing second lien term loans were
revised following Moody's LGD methodology which recognizes the pay
down of the portion of the higher priority first lien term loan.
All other ratings including the B3 Corporate Family Rating and B3
Probability of Default Rating remain unchanged and the outlook is
stable.

The ratings are subject to closure of the revised transaction, as
proposed, and Moody's review of full documentation.

"Although the company prepaid a significant portion of its term
debt through the proceeds of the Henry's sale thereby improving
credit metrics, the resolution of the pending maturity of the
company's $212 million CMBS credit facility maturing May 2012 on
reasonable economic terms weighs heavily on the ratings" Moody's
Senior Analyst Mickey Chadha stated. "The failure to resolve the
looming CMBS maturity in the next few months will create downward
pressure on ratings" Chadha further stated.

The B3 Corporate Family Rating continues to reflect Smart &
Final's weak liquidity, high leverage, geographic concentration,
and challenging geographic and demographic markets. The ratings
also recognize the potential benefits of the company's
diversification efforts and new management initiatives.

The stable outlook is contingent upon the satisfactory resolution
of the May 2012 maturity of the CMBS credit facility in the next
few months. The stable outlook reflects Moody's view that Smart &
Final's funded debt levels will not change materially and the
improving economy along with new management initiatives in price
optimization, cost savings and product offerings should keep
operating performance at current levels over the new 12-18 month
period.

At present, there is minimal upward pressure on the company's
ratings given its highly leveraged profile. Absent a significant
improvement in operating performance Moody's expects only modest
improvements on credit metrics. Ratings could be upgraded should
the company demonstrate improvements in profitability and
operating margins while reducing debt and improving liquidity
profile including extending the maturity of the CMBS credit
facility. Quantitatively, an upgrade could be achieved if debt to
EBITDA is sustained below 6.0 times and EBITA to interest
sustained in excess of 1.25 times.

Ratings could be downgraded if the company's liquidity
deteriorates, which includes the failure to refinance the CMBS
credit facility well in advance of its May 2012 maturity. Ratings
could also be downgraded if the company's consolidated EBITA to
interest falls below 1.0 times, or if debt/EBITDA is sustained
above 6.5 times.

The last rating action on Smart & Final was on May 11, 2011 when
Moody's affirmed the company's B3 Corporate Family Rating with a
stable outlook, assigned a Ba2 rating to its proposed $125 million
ABL Revolving Credit Facility, assigned a B3 rating to its
proposed $325 million First Lien Term Loan, and assigned a Caa2
rating to its proposed $75 million Second Lien Term Loan.

These ratings are withdrawn:

   Smart & Final Stores LLC

   -- Proposed $325 million First Lien Term Loan maturing May 2018
      at B3 (LGD 4, 50%);

   -- Proposed $75 million Second Lien Term Loan maturing November
      2018 at Caa2 (LGD 5, 82%).

These ratings were revised and LGD point estimates updated:

   -- Existing $138 million Second Lien Term Loan maturing
      November 2016 at Caa1 (LGD 5, 76%, from LGD 5, 82%);

   -- Existing $2.2 million Second Lien Term Loan maturing
      November 2014 at Caa1 (LGD 5, 76% from LGD 5, 82%).

These ratings are unchanged, with LGD point estimates updated:

   Smart & Final Holdings Corporation

   -- Corporate Family Rating of B3;

   -- Probability of Default Rating of B3.

   Smart & Final Stores LLC

   -- Existing $150 million Asset-Based Revolving Credit Facility
      maturing May 2013 at Ba2 (LGD 2, 17%) is affirmed and will
      be withdrawn upon closure of the proposed transaction.

   -- Proposed $125 million Asset-Based Revolving Credit Facility
      maturing 2016 at Ba2 (LGD 2, 17%);

   -- Existing $47.2 million First Lien Term Loan maturing May
      2014 at B3 (LGD 3, 48%, from LGD 4, 50%);

   -- Existing $119.2 million First Lien Term Loan maturing May
      2016 at B3 (LGD 3, 48%, from LGD 4, 50%).

The principal methodology used in rating Smart & Final Holdings
Corp. was the Global Retail Industry Methodology, published
December 2006. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Smart & Final Stores LLC, headquartered in Commerce, California,
operates 246 stores serving retail and commercial customers in
multiple formats. These include 194 Smart & Final non-membership
warehouse stores and value supermarkets for retail and wholesale
customers operating primarily in California, Nevada, Arizona and
Mexico which includes 37 stores under the Extra! banner, and 52
stores under the Cash and Carry banner operating in California,
Washington, Oregon, Nevada and Idaho. Smart & Final is privately
held by an affiliate of Apollo Management.


SOLERA HOLDINGS: S&P Keeps 'BB-' CCR After Notes Upsize
-------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Solera Holdings
Inc.'s senior notes due 2018, which the company upsized by $100
million to $450 million, remain unchanged at 'BB-'. The '5'
recovery rating on the debt also remains unchanged, as does the
'BB' corporate credit rating.

Ratings List

Solera Holdings Inc.
Corporate Credit Rating    BB/Stable/--
Senior Secured             BB-
   Recovery Rating          5


SPANISH BROADCASTING: S&P Affirms 'B-' CCR; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Coconut Grove, Fla.-based Spanish Broadcasting System Inc. (SBS)
to negative from stable. "We also affirmed our existing ratings on
the company, including the 'B-' corporate credit rating," S&P
said.

"The outlook revision reflects the nearing maturity of the
company's term loan on June 11, 2012, under which $306 million was
outstanding as of March 31, 2011," said Standard & Poor's credit
analyst Michael Altberg. "In addition, the company's $92.3 million
of 10.75% preferred stock matures in October 2013, which in our
opinion will need to be addressed in conjunction with the term
loan refinancing. We believe that steep debt leverage, ongoing
(although lessening) losses at MegaTV, and declining revenue in
radio could heighten refinancing risk."

Standard & Poor's believes that the likely terms of a potential
refinancing will be a lot less favorable than the current pricing
and "covenant-lite" terms of its existing credit agreement,
underscoring the need for improved operating performance. "We
consider the company's business risk profile vulnerable based on
the investment and risks associated with starting a television
network, SBS' significant cash flow concentration in a few large
U.S. Hispanic markets, competition from much larger rivals, and
continued losses at MegaTV. SBS' financial risk profile is highly
leveraged, in our view, because of the company's very high fully
adjusted debt (including preferred stock) to EBITDA ratio of 11.5x
as of March 31, 2011, and significant debt maturities in 2012 and
2013. Adequate near-term liquidity and favorable Spanish-language
population and advertising trends are modest positive factors that
do not offset these risks," S&P stated.

SBS owns and operates 21 radio stations with significant revenue
concentration in three markets -- New York, Los Angeles, and Miami
-- which are highly competitive markets for Hispanic radio and
general media. The company's business risk profile also reflects
intense competition in Spanish-language media, advertising pricing
for Spanish-language media that is not commensurate with its
audience share compared to English-language media, generally low
shares of political advertising, and continued softness in the
company's Miami market. In addition, the company owns and operates
two TV stations under its MegaTV network, which it launched in the
first quarter of 2006. MegaTV distributes programming through
affiliation, programming, and local marketing agreements to non-
owned TV stations and satellite operators. MegaTV continues to
generate modest EBITDA losses due to growth-related investments in
programming and personnel. Standard & Poor's does not expect that
MegaTV will be able to break even over the balance of 2011.


STATION CASINOS: Green Valley Pre-Pack Plan Confirmed
-----------------------------------------------------
Judge Gregg W. Zive of the U.S. Bankruptcy Court for the District
of Nevada confirmed the prepackaged joint Chapter 11 Plan of
Reorganization of Green Valley Ranch Gaming LLC on June 8, 2011.

The Court previously approved the Plan as it relates to the other
affiliates of Station Casinos Inc. who filed voluntary petitions
under Chapter 11 on April 12.  At the June 8 hearing, the Court
confirmed the Plan in each and every respect pursuant to Section
1129 of the Bankruptcy Code with respect to GVR.

Richard J. Haskins and Thomas M. Friel are each appointed to be
Plan Administrator for GVR.

                     Objections Overruled

Any objections, responses to, or reservations of rights regarding
confirmation of the Plan or any terms of the Plan are overruled
on the merits.

Dianne Dahlheimer, an individual creditor, objected to the
confirmation of GVR's Plan for fear that she can no longer name
the Debtor as a defendant in a personal injury lawsuit pending in
the Eighth Judicial District Court.  However, she withdrew her
objection.  The Plan, the Court found, provides that nothing in
the Plan limits Ms. Dahlheimer's rights, if any, to proceed with
respect to GVR's applicable insurance policies and that she may
proceed to liquidate the claim in the pending action; provided,
however, that she will seek to collect on any judgment or
settlement solely against available insurance.

The Plan also met objection from the Official Committee of
Unsecured Creditors and Cathie Green, another individual
creditor.  The Court found that nothing in the Plan limits Ms.
Green's rights, if any, to proceed with respect to GVR's
applicable insurance policies.  Ms. Green may proceed to
liquidate her claim in the applicable forum, with GVR as
defendant; provided, however, that Ms. Green will seek to collect
on any judgment or settlement solely against available insurance.

               Court Approves Sale to Station GVR

In connection with the confirmation of the GVR Plan, the Court
also approved the purchase agreement, dated March 9, 2011,
between Station Casinos, LLC, and GVR.

The purchase agreement is one of a series of transactions that
will transfer the ownership of Green Valley Ranch Resort, Spa &
Casino to a group led by the Fertitta family.  Station Casinos
LLC, the entity formed to acquire most of the properties and
assets previously owned by debtor-in-possession Station Casinos,
Inc., will purchase all of the assets of Green Valley Ranch
Resort for $500.  Green Valley Ranch Resort will become a wholly
owned subsidiary of New Station.

Each of the Restructuring Transactions is approved in all
respects, and the parties to the Restructuring Transactions,
including GVR or any Subsidiary Debtor, are authorized and
directed to execute, deliver and fully perform the Restructuring
Transactions in accordance with the Plan, including without
limitation the conveyance, assignment, transfer and delivery of
the GVR Purchased Assets to Station GVR Acquisition LLC, the
purchaser.

GVR is authorized to take or to cause to be taken all corporate
actions necessary or appropriate to consummate and implement the
provisions of the Plan and the Restructuring Transactions, and
all similar actions taken or caused to be taken will be deemed to
have been authorized and approved by the Court, including,
without limitation, the transfer of the GVR Purchased Assets to
the GVR Purchaser pursuant to the Plan without any requirement of
further action by the officers, managers or members of GVR.

On the Effective Date, each of the appropriate officers, managers
and members of GVR are authorized and directed to execute and
deliver the agreements, documents and instruments contemplated by
the Plan, including the agreements, documents, and instruments
required to effectuate the Restructuring Transactions.  After the
Effective Date, the Plan Administrator is authorized to take all
the actions on behalf of GVR.

All conveyances, assignments, transfers and deliveries of the GVR
Purchased Assets to the GVR Purchaser pursuant to the Plan are
made to and will vest in the GVR Purchaser free and clear of all
Liens, Claims, Equity Interests, encumbrances, charges, or other
interests asserted by GVR, any creditors of GVR, or any other
Persons or Entities, including, without limitation, any Liens,
Claims, Equity Interests, encumbrances, charges, or other
interests, whether presently known or unknown, in any way
relating to or arising from (a) the operations of GVR prior to
the Effective Date, or (b) consummation of the Plan, the
Restructuring Transactions, or any other transactions consummated
in accordance with the Plan; except (I) for the Assumed
Liabilities, and (II) for Permitted Encumbrances, as each of
those terms is used in the GVR Purchase Agreement.  On and after
the Effective Date, all Holders of Liens, Claims, Equity
Interests, encumbrances, charges, Other Debts, or other
interests, and all other Persons and Entities, including
Governmental Units, are permanently and forever barred,
restrained and enjoined from (x) asserting any claims or
enforcing remedies, or commencing or continuing in any manner any
action or other proceeding of any kind, on account of any liens,
Claims, Equity Interests, encumbrances, charges, Other Debts, or
other interests against the GVR Purchaser or (y) otherwise
interfering in any way with the GVR Purchaser's use and enjoyment
of the GVR Purchased Assets.

The Restructuring Transactions will not constitute a merger or de
facto merger as between GVR, on the one hand, and the GVR
Purchaser on the other hand.  The GVR Purchaser, the GVR First
Lien Lenders and the GVR First Lien Administrative Agent and the
Related Persons of the foregoing Entities will not be or be
deemed to be a successor of GVR or any of the Debtors or the SCI
Debtors by reason of any theory of law or equity and shall not
have any successor or transferee liability of any kind, nature or
character, including liabilities arising or resulting from or
relating to the transactions contemplated under the Plan and
Restructuring Transactions.  Without limiting the generality of
the foregoing, except for any specific obligations expressly
undertaken by the GVR Purchaser or its designee(s) in the Plan or
in any agreement or other document to which the GVR Purchaser is
a party and which is entered into in connection with the
Consummation of the Plan, none of the GVR Purchaser, its
designees, Subsidiaries or Affiliates, or the GVR First lien
Lenders, the GVR First Lien Administrative Agent or the Related
Persons of the foregoing Entities, will have any liability,
obligation or responsibility with respect to any Liens, Claims,
Equity Interests, encumbrances, charges, Other Debts, or other
interests against or in any of the Debtors or the SCI Debtors,
including without limitation any amounts owed by the Debtors to
holders of Claims or Equity Interests, or any other obligations
of the Debtors whether pursuant to the Plan or otherwise.  On and
after the Effective Date, all Holders of Liens, Claims, Equity
Interests, encumbrances, charges, Other Debts, or other interests
against or in any of the Debtors, and all other Persons and
Entities, including Governmental Units, are permanently and
forever barred, restrained and enjoined from asserting any claims
or enforcing remedies, or commencing or continuing in any manner
any action or other proceeding of any kind against the GVR
Purchaser, the GVR First Lien Lenders, the GVR First Lien
Administrative Agent or the Related Persons of the foregoing
Entities under any theory of successor liability, merger, de
facto merger, mere continuation, substantial continuity or
similar theory.

On the Effective Date, GVR will transfer its Causes of Action, to
the extent not otherwise released, to the GVR Purchaser pursuant
to the GVR Purchase Agreement, Plan, and Sections 1123(a)(5)(D),
1123(b)(3)(B), and 1123(b)(4) of the Bankruptcy Code.  On and
after the Effective Date, the GVR Purchaser may operate its
business and may use, acquire, or dispose of property and
compromise or settle any Claims, Equity Interests, or Causes of
Action without supervision or approval by the Bankruptcy Court
and free of any restrictions of the Bankruptcy Code or Bankruptcy
Rules.

All notes, stock, instruments, certificates, agreements and other
documents evidencing Liens, Claims, Equity Interests, charges,
encumbrances, Other Debts or other interests against or in GVR in
existence prior to the Effective Date will be canceled, and the
obligations of GVR thereunder or in any way related thereto will
be fully released, terminated, extinguished and discharged, in
each case without further notice to or order of the Court, act or
action under applicable law, regulation, order, or rule or any
requirement of further action, vote or other approval or
authorization by any Person or Entity.

Upon the occurrence of the Effective Date, (i) the existing
management committees, executive committees, or other governing
bodies of GVR shall be dissolved without any further action
required on the part of GVR, the officers, managers or members of
GVR, and (ii) any and all remaining managers or officers of GVR
will be dismissed without any further action required on the part
of GVR or its officers, managers or members.  After the Effective
Date, the Plan Administrator shall have full legal and corporate
authority, as if the Plan Administrator were an officer or
manager of GVR, to take any action required or authorized by the
Plan, the Confirmation Order or subsequent order of the Court.
The Plan Administrator may use as its legal counsel the same law
firms currently engaged as counsel to GVR.

On the Confirmation Date, the GVR Transaction Committee and the
GVR Investigation Committee shall be terminated, dissolved and
discharged from any further duties and responsibilities, and the
members of such committees and their agents will be released and
discharged from any Claims of any Person or Entity arising from
any acts or omissions related to the prepetition and postpetition
activities of such committees. Each such committee and its
members and agents will be deemed included in the Plan
definitions of Released Parties and Exculpated Parties.  On the
Confirmation Date, the consulting agreement between GVR and
William A. Bible will be terminated and William A. Bible will be
discharged from further duties or responsibilities thereunder.

             Approval of Disclosure Statement

Judge Zive also approved the disclosure statement explain GVR's
Plan after determining that the disclosure statement contains
"adequate information" within the meaning of Section 1125 of the
Bankruptcy Code.

             Dissolution of Official Committee

Based on the order entered by the Court removing the second line
lenders from the GVR Official Committee of Unsecured Creditors,
the U.S. Trustee resolicited creditors to serve on an official
committee of unsecured creditors.  The U.S. Trustee did not
receive any response to the resolicition, and, thus, there is no
committee.

A copy of the Confirmation Order with the attached Plan is
available for free at http://bankrupt.com/misc/GVRConfORD.pdf

          Debtors Amend List of Contracts to Be Assumed

On June 6, 2011, the April 12 Debtors submitted a revised
schedule of executory contracts and unexpired leases to be
assumed and assigned to the GVR Purchaser.  A copy of the revised
schedule is available for free at:

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

                       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.

Green Valley Ranch Gaming, LLC and thirty other 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


STATION CASINOS: New Debtors Want Aug. 12 Claims Bar Date
---------------------------------------------------------
Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. that sought bankruptcy protection under
Chapter 11 protection on April 12, 2011 ask the Bankruptcy Court
to:

  a. establish Aug. 12, 2011 at 4:00 p.m. prevailing Pacific
     Time as the deadline to file a proof of claim for all
     persons and entities holding or wishing to assert a claim
     that arose prepetition against any of the April 12 Debtors;

  b. establish the later of the General Bar Date or 30 days
     after a claimant is served with notice that any Debtor has
     amended its Schedules, reducing, deleting, or changing the
     status of a claim not previously scheduled as disputed,
     contingent or unliquidated of the claimant, as the bar date
     for filing a proof of claim with respect to the amended
     scheduled claim;

  c. except as otherwise set in any order authorizing rejection
     of an executory contract or unexpired lease, establish the
     later of the General Bar Date or 30 days after the entry of
     any order authorizing the rejection of an executory
     contract or unexpired lease as the bar date by which a
     proof of claim relating to a Debtor's rejection of the
     contract or lease must be filed; and

  d. establish October 9, 2011 at 4:00 p.m. prevailing Pacific
     Time as the deadline for all governmental units to file a
     proof of claim in the Chapter 11 Cases.

The April 12 Debtors propose that claimants whose claims are
listed on the Schedules of Assets and Liabilities filed with the
Court and claimants who have already filed proofs of claim with
Kurtzman Carson Consultants LLC need not file.

In addition, the April 12 Debtors ask that the Court extend the
deadline for them or the Plan Administrator to file objections to
claims to 90 days after the Bar Date applicable to the subject
claim.

Paul S. Aronzon, Esq., at Milbank Tweed Hadley & McCloy LLP, in
Los Angeles, California, contends that Rule 3003(c)(3) of the
Federal Rules of Bankruptcy Procedure provides that the court
will fix and for cause shown may extend the time within which
proofs of claim or interest may be filed.

Rule 3003 of the Local Rules of Bankruptcy Procedure similarly
provides the court with authority to set the deadline for the
filing of proofs of claim or interest in a Chapter 11 case.

For this reason, Mr. Aronzon asserts that the Court should grant
the April 12 Debtors' request in order to allow them or the Plan
Administrator to efficiently administer the Chapter 11 Cases.

                       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.

Green Valley Ranch Gaming, LLC and thirty other 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


STATION CASINOS: Has Deal Turning Over $12.5MM PropCo Collateral
----------------------------------------------------------------
German American Capital Corporation and JPMorgan Chase Bank,
N.A., are lenders to Debtor FCP PropCo LLC pursuant to a
Prepetition Mortgage Loan Agreement and related documents.

On September 8, 2009, the Court authorized Propco's use of the
Mortgage Lenders' cash collateral.  Pursuant to the stipulation
approved by the Propco Cash Collateral Order, GACC -- as
collateral agent for the Mortgage Lenders -- has valid,
perfected, and unavoidable first priority liens upon and security
interests in the Cash Collateral.

On August 27, 2010, the Bankruptcy Court confirmed the SCI Plan.
With respect to Propco, the SCI Plan provides that, on the
Effective Date of the SC1 Plan, the Mortgage Lenders will
receive, among other things, the rights to all New Propco
Transferred Assets, including the rights to all of the Cash
Collateral, on account of their Allowed Class P.2 Claim.

The SCI Plan incorporates the terms of a certain "Stalking Horse
APA," by which the Mortgage Lenders, along with Fertitta Gaming
LLC n/k/a Fertitta Entertainment LLC, jointly submitted a
"stalking horse bid" for certain of SCI's non-Propco assets
through a newly created entity.  Although the SCI Plan has been
confirmed, the Effective Date has not yet occurred.

As of December 31, 2010, Propco was holding approximately $187.7
million of Cash Collateral, which is based on Propco's monthly
operating report filed on March 7, 2011.

Thereafter, a newly created entity, which is an affiliate of
the SCI Purchaser, made a bid for the assets of Green Valley
Ranch Gaming LLC, a joint venture between an affiliate of SCI,
and affiliates of the Greenspun family.  As the result of a
thorough marketing process, GVR has determined to sell its assets
to the GVR Purchaser pursuant to that certain Asset Purchase
Agreement, dated as of March 9, 2011, between GVR and the GVR
Purchaser.  The GVR APA will be implemented through the terms of
a prepackaged plan for GVR.

Pursuant to the terms of an Escrow Deposit Commitment Letter
dated as of March 10, 2011, by and between GVR and the Mortgage
Lenders, the Mortgage Lenders have agreed to use their reasonable
best efforts to seek Court approval of the transfer of
$12,500,000 of Cash Collateral to the Escrow Agent as their share
of the deposit required under the GVR APA.  The Escrow Agent has
entered into a certain Escrow Agreement, dated as of March 9,
2011, with GVR, Fertitta Entertainment LLC and the Mortgage
Lenders.

The Mortgage Lenders have made a demand of Propco for the
turnover of the $12,500,000 Cash Collateral to the Mortgage
Lenders.  The Mortgage Lenders will use the funds to make the
deposit required under the Deposit Commitment Letter.

In a Court-approved stipulation, Propco consents to the turnover
demand based on terms of the SCI Plan and the agreement with the
Mortgage Lenders that, (i) upon the occurrence of the Effective
Date of the SCI Plan, the Mortgage Lenders will receive the
rights to all New Propco Transferred Assets, including the rights
to all of the Cash Collateral, and (ii) if, in the remote
possibility, the SCI Plan does not become effective and the
Effective Date does not occur, the turnover of $12,500,000 of
Cash Collateral to the Mortgage Lenders will be deemed an
adequate protection payment to the Mortgage Lenders that will be
applied to and reduce the amount Propco owes to the Mortgage
Lenders under the Prepetition Mortgage Loan Agreement as required
by applicable law.

                       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.

Green Valley Ranch Gaming, LLC and thirty other 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


STATION CASINOS: Second Lien Lenders Removed from Committee
-----------------------------------------------------------
On May 25, 2011, the Bankruptcy Court orally issued certain
findings of fact and conclusions of law on the record, and granted
Green Valley Ranch Gaming LLC and its debtor affiliates' request
to remove the second lien lenders from the Official Committee of
Unsecured Creditors.

On behalf of the Committee, Robert J. Stark, Esq., at Brown
Rudnick LLP, in New York, however, contends that the Court did
not approve of GVR's proposed Order attached as an exhibit to the
Motion, and asked for a new proposed Order.  The Court said that
"the order shall not be in the form as attached as an exhibit.
It can simply incorporate the findings and conclusions, grant the
motion, finding that the three second lien lenders should not be
committee members."

On May 31, 2011, the Court clarified that its findings and
conclusions specifically did not include a determination of the
Second Lien Lenders' rights under the intercreditor agreement
between GVR and credit agreement agents dated February 16, 2007.

On June 6, 2011, GVR filed its proposed findings of fact and
conclusions of law and proposed Order, each of which ventures
beyond the Court's directions, Mr. Stark says.  He points out
that for example, GVR's proposed findings of fact and conclusions
of law, in multiple instances, purport to determine the Second
Lien Lenders' rights, obligations and limitations under the
Intercreditor Agreement -- something this Court clarified was not
intended through the May 25 ruling.

"GVR's proposed findings of fact and conclusions of law also
include a proposed finding that the members of the Official
Committee were unwilling to waive their liens as secured
creditors -- a position directly contradicted by representations
made to the Court on May 31st that the members of the Official
Committee were willing to waive their liens in response to the
Court's May 25 ruling," Mr. Stark tells the Court.

Mr. Stark further argues that GVR's proposed Order is improper
because it incorporates by reference GVR's proposed finding of
fact and conclusions of law, which are overly broad and
incorrect.

Thus, pursuant to Local Bankruptcy Rule 9021, the Committee
submitted a competing findings of fact and conclusions of law to
GVR's proposed findings of fact and conclusions of law, and
competing proposed Order.  Blacklined copies of the Committee's
competing documents are available for free at:

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

The Committee asserts that its submissions, rather than GVR's,
properly reflect the Court's findings of fact and conclusions of
law and adhere to the Court's directions regarding the Order on
the Motion.

                          *     *     *

The Court has directed the U.S. Trustee to remove the Second Lien
Lenders from the Committee.  All objections are overruled.

The Court noted that the Intercreditor Agreement does not contain
any proscription on unsecured creditors serving on the Committee.
But, to the extent an unsecured creditor is a party to the
Intercreditor Agreement, that creditor's service on the Committee
might be severely limited and might preclude the creditor from
being an effective member of the Committee.

For this reason, the Court concludes that the Second Lien Lenders
cannot be members of the Committee.

                       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.

Green Valley Ranch Gaming, LLC and thirty other 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


SUFFOLK REGIONAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Suffolk Regional Off-Track Betting Corporation filed with the U.S.
Bankruptcy Court for the Eastern District of New York its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,500,000
  B. Personal Property            $4,154,257
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,871,766
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,598,583
                                 -----------      -----------
        TOTAL                    $14,654,257      $16,470,349

             About Suffolk Regional Off-Track Betting

Hauppauge, New York-based Suffolk Regional Off-Track Betting
Corporation, aka Suffolk OTB, filed for Chapter 9 bankruptcy
protection (Bankr. E.D. N.Y. Case No. 11-42250) on March 18, 2011.
Christopher F. Graham, Esq., at McKenna Long & Aldridge LLP,
serves as the Debtor's bankruptcy counsel. The Garden City Group
is the notice, claims, and solicitation agent, nunc pro tunc to
the Petition Date.

Suffolk OTB said in its bankruptcy petition that it qualified
under Chapter 9 and that its board of directors authorized its
officers to seek the necessary legislative authorization.


SULPHUR HOTEL: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sulphur Hotel Group, LLC
        dba Quality Inn & Suites
        320 South Cities Service Highway
        Sulphur, LA 70663

Bankruptcy Case No.: 11-20579

Chapter 11 Petition Date: June 8, 2011

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Wade N. Kelly, Esq.
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  E-mail: wnkellylaw@yahoo.com

Scheduled Assets: $3,155,000

Scheduled Debts: $4,347,822

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/lawb11-20579.pdf

The petition was signed by Nimesh Zaver, managing member.


TAYLOR BEAN: BofA Asks Judge to Dismiss $1.75 Billion Ocala Suit
----------------------------------------------------------------
American Bankruptcy Institute reports that Bank of America Corp.
is asking a federal judge to dismiss a $1.75 billion lawsuit filed
by two European banks for losses they suffered when a subsidiary
of Taylor, Bean & Whittaker Mortgage Corp. collapsed.

                     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.


TEE INVESTMENT: Court Approves Alan R. Smith as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Tee Investment Company Limited Partnership to employ the Law
Offices of Alan R. Smith as its attorneys of record.

Alan R. Smith will provide these services to the Debtor:

   a. render legal advice with respect to the powers and duties
      of the debtor that continue to operate its business and
      manage its properties as debtor in possession;

   b. negotiate, prepare and file a plan or plans of
      reorganization and disclosure statements in connection with
      the plans, and otherwise promote the financial
      rehabilitation of the Debtor;

   c. take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      the Debtor's behalf, the defense of any actions commenced
      against the Debtor, negotiations concerning all litigation
      in which the Debtor is or will become involved, and the
      evaluation and objection to claims filed against the
      estate;

   d. prepare, on behalf of the Debtor, all necessary
      applications, motions, answers, orders, reports and papers
      in connection with the administration of the Debtor's
      estate, and appear on behalf of the Debtor at all Court
      hearings in connection with the Debtor's case;

   e. render legal advice and perform general legal services in
      connection with the foregoing; and

   f. perform all other necessary legal services in connection
      with the Chapter 11 case.

The Debtor will pay Alan R. Smith for the services at these hourly
rates:

     Alan R. Smith, Esq.                $450
     Contract Attorney(s)               $350
     Paraprofessional services:
        Peggy L. Turk                   $205
        Merrilyn Marsh, ACP             $205

     Other paraprofessional services    $75 to $105

The contract attorney used by Debtor's counsel is John J. Gezelin,
Esq.

On July 14, 2010 Debtor paid $10,000, on July 15, 2010 Debtor paid
$31,592 and on July 27, 2010 Debtor paid $8,407 to the Law Offices
of Alan R. Smith an advance retainer totaling $50,000 for
commencement of the Chapter 11 case.

Alan R. Smith, Esq., assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, filed for Chapter 11 bankruptcy
protection on March 1, 2011 (Bankr. D. Nev. Case No. 11-50615).
The Debtor estimated its assets and debts at $10 million to $50
million.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-
53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-
51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev.
10-50506) filed separate Chapter 11 petitions.


TECHDYNE, LLC: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TechDyne, LLC
        7702 E. Doubletree Ranch Road, Suite 300
        Scottsdale, AZ 85258

Bankruptcy Case No.: 11-16739

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Bradley Jay Stevens, Esq.
                  JENNINGS, STROUSS & SALMON, P.L.C.
                  One E. Washington Street, #1900
                  Phoenix, AZ 85004-2554
                  Tel: (602) 262-5955
                  Fax: (602) 495-2729
                  E-mail: bstevens@jsslaw.com

Scheduled Assets: $100,000,070

Scheduled Debts: $701,313

The petition was signed by Benjamin V. Booher, Sr., managing
member.

Debtor's List of seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HIOX                               2-year interest        $335,116
c/o Mark Vange                     bearing note
10315 E. Shangri La Road
Scottsdale, AZ 85260

Benjamin V. Booher, Sr.            --                     $293,103
11940 N. 103rd Place
Scottsdale, AZ 85260

Donald Curtiss                     2-year interest         $53,894
                                   bearing note

Johnson, Harris & Goff, PLLC       Services                $10,533

Booth Udall                        --                       $8,667

Charles Josenhans                  --                      unknown

NVP                                --                      unknown


TERRESTAR NETWORKS: Bids Due Today; At Least $1.4-Bil. Offer Seen
-----------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reports that
people familiar with the matter said Charlie Ergen's Dish Network
Corp. and a group of TerreStar Networks Inc. distressed-debt
investors are in discussions to buy TerreStar out of bankruptcy
protection.  The TerreStar bondholders include Solus Alternative
Asset Management, Stark Investments and MSD Capital.

According to the report, both are in talks to become a so-called
"stalking-horse" bidder that would make an opening offer others
must top in a looming bankruptcy-court auction.

The sources told the Journal that Dish recently offered around
$1.38 billion for TerreStar.  The group of more than 20
distressed-debt investors holding TerreStar bonds, meanwhile,
recently offered roughly $1.35 billion for the company, the people
said.  The consortium is mulling increasing its offer to around
$1.4 billion, these people said.

The bidding deadline is Wednesday.  TerreStar's auction is set for
June 22, but could be delayed, according to the Journal.  Any
purchase would need approval from the Federal Communications
Commission.

The Journal says representatives for TerreStar and Dish declined
to comment.

           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.


TOUSA INC: Fulcrum Credit Wins $1.27M In Suit Over Tousa Claims
---------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a Texas federal jury
on Thursday awarded investment firm Fulcrum Credit Partners LLC
$1.27 million in a contract dispute over $45 million worth of
claims against Tousa Inc.

Law360 relates that Fulcrum said it reached an agreement in
February 2010 to buy the claims against Tousa from Strategic
Capital Resources Inc., but the financing company backed out of
the deal before the end of the month.  Fulcrum responded by suing
Strategic Capital.

                      About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul
M. Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven
Singerman, Esq., at Berger Singerman, to represent them in
their restructuring efforts.  Lazard Freres & Co. LLC is the
Debtors' investment banker.  Ernst & Young LLP is the Debtors'
independent auditor and tax services provider.  Kurtzman Cars
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said that it no longer intends to pursue approval of its
liquidation plan because of the pending appeal of its fraudulent
transfer case in the U.S. Court of Appeals for the Eleventh
Circuit.  A district court in February 2011 held that the
bankruptcy judge was wrong in ruling that lenders who were paid
off received fraudulent transfers when Tousa gave liens on
subsidiaries' properties to bail out and refinance a joint
venture.  Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, represent the
creditors committee.


TRAILER BRIDGE: S&P Cuts CCR to 'CCC' on High Refinancing Risks
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Jacksonville, Fla.-based Trailer Bridge Inc. to
'CCC' from 'B-'. "At the same time, we lowered our rating on the
company's senior secured debt to 'CCC' (the same as the new
corporate credit rating), from 'B-' and revised the recovery
rating to '4' from '3', indicating our expectations of an average
(30%-50%) recovery in the event of a payment default. The outlook
is developing," S&P said.

"The downgrade reflects our view that Trailer Bridge's refinancing
and repricing risks have increased with the Nov. 15, 2011,
maturity of its $82.5 million senior secured notes-which represent
the substantial majority of the company's outstanding debt," said
Standard & Poor's credit analyst Funmi Afonja.

The company also has weak liquidity and a deteriorated financial
risk profile. "As of March 31, 2011, it had $3.1 million in cash
and, we believe, $3.6 million in effective revolver availability
after taking into account its springing financial covenants. The
company's credit measures are weak and could deteriorate further
if fuel prices continue to rise, or if a debt refinancing causes a
material increase in cash interest payments and high transaction
fees. For the 12 months ended March 31, 2011, debt (adjusted for
operating leases) to EBITDA increased to 19.4x from 4.9x from one
year earlier. Higher leverage is due partly to lower EBITDA,
caused by higher periodic drydocking expenses. At the same time,
funds from operations to debt decreased to 2.2% from 14.8% in the
previous period," S&P stated.

S&P related, "Our ratings on Trailer Bridge reflect its weak
liquidity, highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry. Positive credit factors include the
less-cyclical nature of demand for consumer staples that Trailer
Bridge mostly carries and barriers to entry due to the Jones Act
(which regulates intra-U.S. shipping). We categorize Trailer
Bridge's business risk profile as vulnerable, its financial risk
profile as highly leveraged, and liquidity as weak."

On April 30, 2010, the U.S. District Court of Puerto Rico, in a
nonfinal order, granted Trailer Bridge's motion and dismissed with
prejudice an antitrust lawsuit filed against the company by the
U.S. Dept. of Justice regarding pricing practices among carriers
serving the Puerto Rico market. This order will not become final
and appealable until a further order or judgment is entered by the
court. Competitors Horizon Lines and Crowley Maritime have entered
into settlements with a group of shippers. "We will continue to
monitor developments on this ongoing DOJ investigation," S&P said.

The outlook is developing. "We could lower our ratings further if
we see increased risks that the company may not be able to
refinance its debt, which leads it to restructure its debt in a
manner that we would classify as a selective default, or a chapter
11 bankruptcy filing," Ms. Afonja added. "We could raise the
rating modestly if the company refinances its notes and we believe
its financial profile will not be materially affected by any
potential increase in cash interest payments and transaction
fees."


TRANSPECOS FOODS: In Chapter 11 Due to Mozzarella Shortage
----------------------------------------------------------
TransPecos Foods LP, a producer and distributor of packaged foods,
sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 11-31124)
on June 9 in El Paso, Texas, blaming "an industry-wide shortage of
a primary component for its mozzarella stick business."  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the Company's revenue in 2010 was $13.4 million.  The
mozzarella shortage cut revenue by 30%, a court filing says.
TransPecos is based in Boerne, Texas.  The plant is in Pecos,
Texas.  Assets were listed for $6 million with debt totaling
$32.9 million.  Secured debt owed to several lenders totals
$30.7 million.  Trade suppliers are owed $2.2 million.


TRANSWEST RESORT: Taps HREC as Expert Witness on Resort Valuation
-----------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized Transwest Resort Properties, Inc.,
to employ Hospitality Real Estate Counselors as valuation
consultant and expert.

Specifically, the Debtor will appoint its senior vice president
Mark Lukens, MAI, to represent Hilton Head in its tax appeal and
also as the Debtors' consultant and expert witness on valuation of
the Debtors' resorts.

Mr. Lukens is preparing retroactive valuations of Hilton Head's
resort and provide possible expert testimony in order to support
Hilton Head's asserted valuation in the tax appeal.

HREC holds no retainer, and is not owed any money by the Debtors.

HREC will charge the Debtor $300 per hour for Mr. Lukens'
litigation/witness services.  HREC will not be paid from the
senior lenders' cash collateral, but will be paid from the
settlement funds that are deemed unencumbered as a result of the
Debtors' settlement with its senior lender.

To the best of the Debtor's knowledge, HREC and Mr. Lukens are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on November 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Transwest Hilton
Head Property estimated its assets at $10 million to $50 million
and debts at $100 million to $500 million.  Transwest Tucson
Property estimated its assets at $50 million to $100 million and
debts at $100 million to $500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


TRANSWEST RESORT: Taps Hundley & Company as Interest Rate Experts
-----------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized Transwest Resort Properties, Inc.,
to employ Hundley & Company, LLC, as financial restructuring and
interest rate experts.

The Debtor related that the services of Hundley & Company are
necessary to enable the Debtors and their professional advisors to
maximize the value of the Debtors' estate, to generate the
greatest possible return to the Debtors' creditors, and ultimately
to propose and confirm a plan of reorganization.

The firm will charge the Debtor $350 per hour for its founder
Frank T. Hundley's services.

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

                     About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on November 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Transwest Hilton
Head Property estimated its assets at $10 million to $50 million
and debts at $100 million to $500 million.  Transwest Tucson
Property estimated its assets at $50 million to $100 million and
debts at $100 million to $500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


TROY DOWNTOWN: Fitch Cuts Rating on Tax Increment Bonds to 'B'
--------------------------------------------------------------
In the course of routine surveillance, Fitch Ratings has taken
these actions on Troy Downtown Development Authority, Michigan's
tax increment bonds (TIBs):

   -- $13.2 million outstanding tax increment bonds, series 2001
      downgraded to 'B' from 'A+'.

   -- $3.1 million outstanding junior lien tax increment bonds,
      series 2003 downgraded to 'B' from 'A';

The Rating Outlook is Stable.

Rating Rationale:

The rating downgrade reflects the precipitous drop in the
authority's tax increment revenues to the point that they are
insufficient to meet current and future debt service requirements;
Fitch therefore believes that absent city intervention the bonds
will default prior to their final maturity in 2018;

The authority projects an additional 10% drop in taxable value
(TV) over the next five years, exacerbating the gap between
revenues and debt service costs;

The authority is rapidly drawing down its once sizable fund
balances which are not pledged to bondholders. Under current
conditions, these reserves will be depleted within three years,
requiring a reserve fund draw;

The relative maturity of the redevelopment area, the glut of
available office space and statewide restrictions on TV growth
make it unlikely that a meaningful recovery in the authority's tax
base will occur in the foreseeable future;

The redevelopment area represents the city's commercial and retail
core, but vacancy rates among the large number of office and
commercial properties have soared over the past few years.

Key Rating Drivers:

Deterioration of the authority's tax base beyond current
expectations over the next two or three years would further stress
debt service coverage and raise additional barriers to recovery;

Intervention by the city to support the authority, either through
approval of an additional property tax millage, direct financial
aid or some other form of assistance would decrease the likelihood
of default.

Security:

The bonds are secured by a first lien on incremental ad valorem
taxes generated within the district's boundaries. Payment of
junior lien debt service is subordinate to the payment of senior
lien bonds.

Credit Summary:

The redevelopment area's largely commercial tax base has been hurt
by the sharp downturn in office and commercial real estate. Rising
vacancy rates, currently estimated at 30%, and the effects of the
recession led to a plunge of over 15% in taxable values between
fiscals 2009 and 2011. The tax increment, constrained by
relatively high base year values, dropped by over 70% generating
insufficient tax increment revenues to pay debt service on its
bonds. Fiscal 2011 tax increment revenues cover only about 70% of
current senior lien debt service requirements and 66% of combined
senior and junior lien debt service. Consequently, the authority
will utilize about $1.5 million or 20% of its general reserves,
which are available but not pledged to bondholders, to meet its
obligations.

Redevelopment area TV declined an additional 12% for fiscal 2012,
which will force the authority to accelerate its drawdown of
general reserves. If TV remains at fiscal 2012 levels over the
next few years and the city fails to take measures to shore up
funding, the authority's general reserves will be fully depleted
by fiscal 2015 necessitating a draw on the bond reserve fund.
Under those circumstances, the $3.8 million of bond reserve monies
provide only one more year of debt service payments, as pledged
revenue covers such a small portion of debt service. Fitch views
even this scenario as optimistic, as the authority projects an
additional 10% fall in TVs over the next five years. Recovery of
the tax base over this time frame is unlikely given the depths of
the real estate downturn, the overcapacity of the city's office
market and state constitutional limitations on year to year
assessment growth.

The city, which has no legal obligation to the authority's debt,
has a number of options available to avoid a default by the
authority, including the authorization of an additional two mill
levy on all taxable values within the redevelopment area,
restructuring the debt and/or direct city financial support of the
authority operations. None of these is factored into Fitch's
rating, as there is no assurance the city will act upon any of
them.

The two mill levy would raise about $1 million at current assessed
valuations which, when combined with the tax increment, would
still not fully cover debt service requirements. However, the
additional revenues would considerably slow the drawdowns on
reserves, buying additional time for conditions to improve. This
approach may be problematic in that city residents have in recent
years expressed their dissatisfaction with city taxes, voting down
a Headlee (millage rollback) override for public safety and
quality of life services in fiscal 2010 and approving a reduction
in the maximum mill levy for operating and capital purposes in
fiscal 2009. This two mill levy would provide less direct benefit
to taxpayers so it might be even less popular. On the other hand,
valuations have fallen so extensively in the redevelopment area
that, even with the tax increase, overall city property taxes
within the area would still be on average below amounts levied in
fiscal 2009.

A debt restructuring in order to lengthen the term of the bonds
while reducing annual debt service requirements may be impractical
given the current low level of tax increment receipts and
projected future declines. Prospects for a potential restructuring
improve, however, if the authority receives the additional
revenues from the two mill levy. Finally, while the city can
provide direct revenue support to the authority for debt service,
the city itself is experiencing its own difficulties with
declining taxable values, lack of operating tax margin, and
falling general fund reserve levels. Fitch believes that absent
city intervention of some sort, these bonds will default prior to
their final maturity in November 2018.

Troy (Fitch GO rating of 'AAA') is an affluent bedroom community
in Oakland County located 14 miles north of downtown Detroit. The
redevelopment area encompasses 772 acres and includes the retail
and commercial core of the city. In addition to the presence of an
upscale regional mall, the area contains an extensive number of
office and commercial properties, including several corporate
headquarters. The tax base is concentrated, typical of tax
increment bonds, with the top ten taxpayers representing 45% of
taxable values.

High city per capita income levels, which are 163% and 152% above
the state and national averages, respectively are indicative of
the city's affluence. Between 2001 and 2009, the city lost over
17% of employment, however, the declining job trend reversed last
year and March 2011 employment levels are up 1.6% over the same
month in 2010. Unemployment rates soared past 11% in 2009 but have
come down since and remain elevated, but still below the regional
and state averages.


UNIGENE LABORATORIES: To Sell 45% Equity Interest in JV for $1MM
----------------------------------------------------------------
Unigene Laboratories, Inc., entered into a Termination Agreement
and an Equity Sale and Purchase Agreement under which Unigene will
sell its 45% equity interest in Unigene Biotechnology Co., Ltd.,
to China Pharmaceutical Group Limited or one of its affiliates for
an aggregate purchase price of $1,050,000, payable to Unigene in
two installments, subject to the receipt of government approvals
and other conditions.  CPG and its affiliates are subsidiaries of
Shijiazhuang Pharmaceutical Group Corporation, which holds a
leading position in China's pharmaceutical industry.  In
connection with the Termination Agreement, all technology
licenses, sublicenses and other rights granted to the China Joint
Venture and CPG have been returned to Unigene.  The China Joint
Venture was originally formed pursuant to a Joint Venture Contract
dated June 15, 2000, between CSPC and Unigene.

Unigene has no further obligations to the China Joint Venture and
all disputes previously reported in the Company's Securities and
Exchange Commission filings in connection with the China Joint
Venture have been resolved to both parties' full satisfaction.

Ashleigh Palmer, Unigene's President and CEO, stated, "When we
launched our new turnaround strategy in the fourth quarter of
2010, we were determined to find ways in which we could monetize
our non-core assets and focus our attention on the Company's
critical priorities.  Our termination agreement with CPG
represents yet another major step forward for Unigene, and we are
now able to further focus our available resources on our core
business strategy as we transform into the peptide development
powerhouse and partner of choice."  Palmer continued, "We are
extremely grateful for CPG's and its affiliate's willingness to
buyout our interest in the joint venture and return our
technologies.  To be clear, this transaction does not reflect
Unigene's lack of interest in the rapidly growing and globally
important Chinese biopharmaceutical market.  We fully expect to
explore Unigene's potential to access opportunities in China in
the future through traditional licensing agreements and
partnerships rather than high-risk, high-cost joint ventures."

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.

The Company reported a net loss of $27.86 million on $11.34
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $13.37 million on $12.79 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed $23.49
million in total assets, $69.89 million in total liabilities and a
$46.40 million total stockholders' deficit.


UNIVERSAL BIOENERGY: To Distribute Dividend on a 10 for 1 Basis
---------------------------------------------------------------
Universal Bioenergy, Inc., on June 6, 2011, passed a new
Resolution to distribute a common stock dividend to its
shareholders on a 10 for 1 basis.  This new Resolution cancels and
supersedes the previous one for the stock dividend that was
approved by the Board of Directors on March 18, 2011.  This change
was made for legal and administrative reasons, and was conditioned
upon final acceptance by FINRA.  Therefore, the final
documentation for the dividend was required to be modified and
re-submitted to Corporate Stock Transfer, (the transfer agent),
and to the Financial Industry Regulatory Authority for final
notification.  The Company received the final notification and
confirmation from FINRA on June 8, 2011, announcing the final
approval to distribute the common stock dividend to the Company's
shareholders.  The final notification is posted on FINRA's, OTC
Bulletin Board Web site at www.otcbb.com, under the tab "Daily
List", and the "Headlines By Date", 2011 Daily List Index for
dividends for June 8, 2011.

The Company will issue one share of common stock for every ten
shares of common stock held by the shareholders of record in
accordance with the following information and time frames;

   (a) Declaration Date:  June 6, 2011 - Date the Board of
       Directors formally authorized the dividend.

   (b) Ex-Dividend Date: June 29, 2011 - The ex-dividend date is
       set by FINRA.  Shareholders must have purchased their stock
       at least one day before the ex-dividend date, (on or before
       June 28, 2011, the in-dividend date), to be a shareholder
       of record, and be entitled to the dividend.  This allows
       for three stock trading days prior to the date of record
       for the settlement of the stock purchase.

   (c) Record Date: July 1, 2011 - The dividend will be
       distributed only to registered "shareholders of record" on
       or before this date.

   (d) Payment Date: July 8, 2011 - Final date of payment or
       distribution of the dividend to the shareholders of record.

   (e) Freely tradable shares will be issued to all shareholders
       holding free trading shares as of the record date.

   (f) Restricted shares in a hard certificate will be issued to
       all shareholders with restricted shares as of the record
       date.

   (g) No fractional shares will be issued for this dividend.  All
       dividends will be rounded up to the nearest whole number of
       shares when fractional shares occur.  No cash payments will
       be made for any fractional shares.

The processing of the stock dividend should be completed by the
transfer agent within 2 to 3 days after the payment date.  The
transfer agent is duly authorized to process the stock dividend
and it has all of the instructions to distribute the shares.  All
freely tradable shares will be distributed to the shareholders
nominee such as a bank, broker dealer or the Depository Trust
Company through its partnership nominee CEDE & Company, for
distribution to the broker dealers, who will deposit them into the
accounts of the beneficial shareholders.  Restricted shares will
be issued in a hard certificate form and sent via certified mail
to all shareholders with restricted shares as of the record date.

The payment of a dividend in stock instead of cash helps the
Company to maintain its cash and still reward the Company's
shareholders with a dividend.  Some shareholders may view this
action as a potential for dilution and a devaluation of their
shares, however we believe there are many valuable benefits to the
Company's shareholders.  The Company's shareholders will receive
an immediate 10% increase in the quantity of the shares they own
and a 10%  return on their investment.  The Company feels this
will reward its loyal shareholders for their ongoing support, and
to give them a greater stake in the Company.

                    About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

The Company's balance sheet at Sept. 30, 2010, showed
$3.00 million in total assets, $3.35 million in total liabilities,
and a $353,406 stockholders' deficit.

As reported by the TCR on Nov. 26, 2010, S.E.Clark & Company,
P.C., in Tucson, Arizona, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
net losses for the period from inception (Aug. 13, 2004) to Dec.
31, 2009, of $14.8 million.  Further, the Company has inadequate
working capital to maintain or develop its operations, and is
dependent upon funds from private investors and the support of
certain stockholders.


URS CORP: S&P Withdraws 'BB+' CCR After Apptis Acquisition
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
rating and issue-level and recovery ratings on Apptis (DE) Inc.
following URS Corp.'s (BB+/Positive/--) announcement that it had
received regulatory approval and completed its acquisition of
Apptis. The remaining ~$79 million of borrowings under Apptis'
$130 million term loan B due 2012 was repaid as part of the
transaction, and Apptis' $25 million revolver was also terminated.
We withdrew all ratings at the company's request.

URS is one of the nation's largest engineering and construction
companies, and is also one of the largest providers of
environmental and engineering design services, and offers planning
and operating and maintenance (O&M) services.


VALLEJO, CA: S&P Revises Outlook on 'C'-Rated COPs to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its 'C'
underlying rating on Vallejo, Calif.'s series 1999 certificates of
participation to stable from negative.

The state's motor vehicle license fee intercept program also
guarantees the COPs.

Standard & Poor's also affirmed its 'C' SPUR on the debt.

"The city previously indicated to us it would deplete the surety
reserve fund in full for its July 2011 debt service payment," said
Standard & Poor's credit analyst Lisa Schroeer. "However, given
the newly replenished debt service policy, we understand payments
will be made from city payments and the surety rather than tapping
the insurance policy. Should the city deplete the reserve fund or
should it otherwise not make a bond payment, secured by pledged
revenues or reserves, in full and on time, we will likely lower
the rating to 'D'."

The rating reflects Standard & Poor's opinion of the city's:

    Partial payment of the required debt service between, and
    including, July 2009 and January 2011;

    Use of the National Public Finance Group (BBB/Developing)
    surety bond (reserve fund) to cover debt service payment
    shortfalls;

    Indication that it will continue partial payments through
    January 2014 with the remaining payments coming from the
    surety;

    Payment of $248,462 from general fund money in January 2011 to
    National Public Finance Group to replenish the surety; and

    Indication to Standard & Poor's, and as detailed in the city's
    recent bankruptcy workout plan, that it could exit bankruptcy
    in fiscal 2012.

The stable outlook reflects Standard & Poor's opinion that the
city will make only partial debt service payments but that the
newly replenished debt service surety policy will likely be
sufficient to cover debt service payments until the city takes
over full payments again.

Lease payments from the city to Vallejo Public Financing
Authority, subject to the city's promise to annually budget and
appropriate such lease payments from its general fund, secure the
COPs. Lease payments are required to be made at least 15 days
before the debt service dates of July 15 and Jan. 15 annually
until the bonds mature on July 15, 2029. A debt service reserve
fund funded at the least of 10% of par, 125% of average annual
debt service, and maximum annual debt service further secures the
series 1999 COPs.


VEY FINANCE: Can Hire James & Haugland as Bankruptcy Counsel
------------------------------------------------------------
Vey Finance LLC has received permission from the U.S. Bankruptcy
Court for the District of Western District of Texas to hire as
bankruptcy counsel:

          Corey W. Haugland, Esq.
          JAMES & HAUGLAND, P.C.
          609 Montana Avenue
          El Paso, TX 79949
          Tel: (915) 532-3911
          E-mail: chaugland@jghpc.com

James & Haugland will be compensated at these hourly rates:

          Wiley F. James, III, Esq.     $300
          Corey W. Haugland, Esq.       $300
          Jamie T. Wall, Esq.           $225
          Aldo R. Lopez, Esq.           $175
          Paralegals                     $95

The Debtor has paid $41,769 to the firm as retainer.

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Wiley F.
James, III, Esq., at James & Haugland, P.C., in El Paso, Texas,
represent the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The Debtor
scheduled assets of $10,477,513 and liabilities of $12,504,207.
The petition was signed by Veronica L. Veytia, managing member.


VILLA BARONE: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Villa Barone of Robbinsville, Inc.
        38C Robbinsville-Allentown Road
        Robbinsville, NJ 08691

Bankruptcy Case No.: 11-27648

Chapter 11 Petition Date: June 8, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Allen I. Gorski, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: agorski@teichgroh.com

Estimated Assets: $0 to $50,000

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/njb11-27648.pdf

The petition was signed by Giovanni Barone, president.


VITRO SAB: Noteholders Battle to Make Vitro Filings Public
----------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that a Dallas bankruptcy
judge on Monday approved the $55 million sale of Vitro SAB de CV's
U.S. assets to an affiliate of Sun Capital Partners Inc. amid a
fight over whether filings related to the parent's Mexican
reorganization should be public.

Earlier in June, Law360 relates, American Glass Enterprises LLC
outbid all other comers in bidding for Vitro America, Super Sky
Products Inc. and Super Sky International Inc.

                        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.  Ernst & Young LLP
serves as tax advisors.

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: Parent, Lenders Object to Sale of U.S. Unit's Assets
---------------------------------------------------------------
Vitro S.A.B. de C.V., the ultimate parent of Vitro America, LLC,
and its debtor affiliates, and Bank of America, N.A., and Banc of
America Leasing & Capital, LLC, the Debtors' lenders, object to
the sale of substantially all of the U.S. Debtors' assets to
American Glass Enterprises, LLC.

Vitro SAB says it does not generally object to the sale of the
U.S. assets.  However, Vitro SAB asserts that (a) the Debtors
cannot transfer any rights to the "VITRO" trademarks, (b) Vitro
SAB and its non-Debtor affiliates do not consent to the general
release contemplated under the asset purchase agreement, and (c)
the proposed assumptions and assignments of certain agreements
should not be authorized in the manner presently contemplated by
the Debtors.

According to Andrew M. LeBlanc, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in Washington, D.C., Vitro SAB's counsel, the
permission of the parent's affiliates to use the VITRO Marks in
their businesses is not transferrable or assignable to any third
party without the parent's permission.

Vitro SAB wants the U.S. Debtors to assume:

   -- the Contract for Information Technology Services, dated
      August 1, 2007, by and between EDS Mexico, S.A. Ltd., and
      Vitro Corporativo, ITS Master Agreement or the Local
      Agreement for Information Technology Services dated
      September 25, 2007, by and between EIS Information Services,
      L.L.C., Electronic Data Systems Corporation and Vitro
      America Inc. and its affiliates and assign either of them to
      Vitro America Acquisition Corporation;

   -- certain software license, maintenance and services
      agreement, between J.D. Edwards World Solution and VVP
      America, Inc., and assign any of them to either VAAC or
      American Glass, as the case may be; and

   -- any of the Assigned Contracts and assign them to either VAAC
      or American Glass without first releasing any non-Debtor
      guarantor or indemnitor thereunder.

Vitro SAB also asks that it not be compelled to execute the
Release under the APA.

BofA and BALC object to the sale to the extent that the net cash
proceeds of the sale, after deducting all pre- and post-closing
prorations and adjustments, are insufficient to provide for fully
payment of the Debtors' prepetition obligations and the DIP
obligations, and payment of all fees, costs and expenses of the
Prepetition Lender, the DIP Lender and BALC, which are
reimbursable under the Prepetition Loan Agreement, the DIP Loan
Agreement and any other related instruments.  BofA and BALC also
object to the sale to the extent that cash proceeds are not
remitted directly to the Prepetition Lender and the DIP Lender at
closing.

                        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: Amends Asset Purchase Agreement with American Glass
--------------------------------------------------------------
Vitro Asset Corp. and its debtor affiliates notified the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, that the asset purchase agreement between Vitro America,
LLC, and American Glass Enterprises, LLC, was modified on June 8,
2011.

The modifications include additional items included in the
liabilities to be assumed by the Buyer.  Those additional Assumed
Liabilities include:

   -- those trade obligations, including cure costs, arising prior
      to the Involuntary Petition Date provided that the aggregate
      liability to be assumed by Buyer for any of those trade
      obligations will not exceed $500,000;

   -- all claims incurred-but-not-reported under the Sellers'
      self-insured health plans incurred as of or prior to the
      Closing Date of the Sale;

   -- the Buyer's additional cure costs, if any;

   -- all obligations and liabilities with respect to warranties
      arising under the bonded customer contracts; and

   -- bankruptcy-related claims selected by Buyer in its sole
      discretion in the aggregate amount of $6,150,000 less any
      Unrealized Utility Deposits.

One of the Excluded Liabilities of the Buyer is any Liability
relating to or arising out of (i) a warranty issued by the Sellers
to Morcon Construction with respect to the Minneapolis/St. Paul
Airport HHH Terminal located at 3060 East 72nd Street, in
Minneapolis, Minnesota, and (ii) a warranty issued by the Sellers
to Perini - Suitt Joint Venture with respect to the Opryland Hotel
and Convention Center located at 3200 International Drive, in
Kissimmee, Florida.

The Amended APA also provides that, as requested by Buyer from
time to time and at Buyer's sole cost and expense, Sellers will,
in consultation with and at the direction of Buyer, use their
commercially reasonable efforts to negotiate and enter into
collective bargaining agreements with all applicable unions and
collective bargaining agents for the benefit of Buyer.  Under no
circumstances will those Renegotiated Collective Bargaining
Agreements be Assumed Contracts unless and until Buyer provides
written notice to Sellers that those Renegotiated Collective
Bargaining Agreements are acceptable to Buyer, in Buyer's sole
discretion, and that those Renegotiated Collective Bargaining
Agreements will be Assumed Contracts.  It is agreed and
acknowledged by the Parties that any Renegotiated Collective
Bargaining Agreements are not a condition to the Closing.

Effective as of the Closing Date, Seller will provide certain
transition coverage to the Transferred Employees and employees of
Buyer hired following the Closing Date, but prior to the first day
of the third full month following the Closing Date under Sellers'
health and welfare plans until the last day of the second full
month following the Closing Date and Buyer will reimburse Sellers
for the costs associated with the transition coverage.

A full-text copy and a redlined version of the Amended APA are
available for free at http://ResearchArchives.com/t/s?763c

                        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.


WATERSCAPE RESORT: Can Hire Troutman Sanders as Bankruptcy Counsel
------------------------------------------------------------------
Waterscape Resort LLC has secured authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Troutman Sanders LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Troutman Sanders can be reached at:

                  Brett D. Goodman, Esq.
                  Lee William Stremba, Esq.
                  TROUTMAN SANDERS LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: (212) 704-6170
                       (212) 704-6143
                  Fax: (212) 704-5966
                       (212) 704-6137
                  E-mail: brett.goodman@troutmansanders.com
                          lee.stremba@troutmansanders.com

The current standard hourly rates for Troutman are:

            Professional                  Rate/Hour
            ------------                  ---------
          Partners                       $325-$1,000
          Associates & Counsel           $215-$600
          Paralegals & Law Clerks        $135-$290

Troutman Sanders has agreed to discount the amount charged for the
types of services to be performed herein by 10%; as reduced, the
current hourly billing rates of the attorneys primarily working on
this matter will be:

            Professional                  Rate/Hour
            ------------                  ---------
          Mitchel H. Perkiel, Partner      $706.50
          Lee W. Stremba, Partner          $702.00
          Mitchel Fenton, Partner          $567.00
          Farah S. Ahmed, Associate        $360.00
          Brett D. Goodman, Associate      $315.00
          James S. Pincow, Associate       $247.50
          Harriet Cohen, Paralegal         $238.50
          Reyko Delpino, Paralegal         $211.50

To the best of the Debtor's knowledge, Troutman Sanders assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  The Debtor estimated
its assets and debts at $100 million to $500 million.


WATERSCAPE RESORT: Taps Holland & Knight as Special Counsel
-----------------------------------------------------------
Waterscape Resort LLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Holland & Knight LLP as special litigation counsel, nunc pro tunc
to the Petition Date.  Holland & Knight will render professional
services to the Debtor, which may include, but are not limited to
non-bankruptcy related litigation matters, primarily with respect
to mechanics lien issues, trust fund issues and litigation.

Holland & Knight can be reached at:

                  Frederick R. Rohn, Esq.
                  HOLLAND & KNIGHT LLP
                  31 West 52nd Street
                  New York, NY 10019
                  Telephone: (212) 513-3422
                  E-mail: frederick.rohn@hklaw.com

The current standard hourly rates for Holland & Knight are:

            Professional                  Rate/Hour
            ------------                  ---------
            Partners                        $400
            Senior Counsel                  $375
            Associates                    $235-350
            Paralegals and law clerks     $185-205

To the best of the Debtor's knowledge, Holland & Knight assures
the Court that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  The Debtor estimated
its assets and debts at $100 million to $500 million.


WATERSCAPE RESORT: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Waterscape Resort LLC, aka Cassa NY Hotel And Residences, filed
with the U.S. Bankruptcy Court for the Southern District of New
York, its schedules of assets and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property              $214,000,000
B. Personal Property              $285,027
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                    $157,484,671
E. Creditors Holding
   Unsecured Priority
   Claims                                                $143,115
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $1,128,695
                              ------------         --------------
      TOTAL                   $214,285,027           $158,756,481

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  Brett D. Goodman,
Esq., and Lee William Stremba, Esq., at Troutman Sanders LLP
represent the Debtor as Bankruptcy Counsel.  The Debtor estimated
its assets and debts at $100 million to $500 million.


WATERSCAPE RESORT: Construction Manager Sues Resort
---------------------------------------------------
Dow Jones' DBR Small Cap reports that the company that managed
construction of the Cassa NY Hotel and Residences is suing
Waterscape Resort LLC, the project's owner and developer, saying
Waterscape has improperly withheld nearly $4.5 million from the
construction manager over more than two years.

                     About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  The Debtor
estimated its assets and debts at $100 million to $500 million.


WORTHINGTON MOORE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Worthington, Moore & Jacobs, Inc.
        10318-B Baltimore National Pike
        Ellicott City, MD 21042

Bankruptcy Case No.: 11-22001

Chapter 11 Petition Date: June 8, 2011

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Stephen A. Glessner, Esq.
                  LAW OFFICES OF STEPHEN A. GLESSNER
                  226 East Patrick Street
                  Frederick, MD 21701
                  Tel: (301) 663-8200
                  Fax: (301) 698-0438
                  E-mail: glessnerlaw@comcast.net

Scheduled Assets: $20,000

Scheduled Debts: $1,018,132

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-22001.pdf

The petition was signed by David V. Caprario, president.


WYNN RESORTS: S&P Hikes Corp. Credit Rating to 'BB+'; Outlook Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Wynn Resorts Ltd. and its wholly owned subsidiary Wynn
Las Vegas LLC to 'BB+' from 'BB'. "At that same time, we raised
our issue-level rating on WLV's senior secured notes, co-issued by
Wynn Las Vegas Capital Corp., to 'BBB-' (one notch higher than the
'BB+' corporate credit rating), from 'BB+'. We maintained our
recovery rating of '2' on the notes, indicating our expectation of
substantial (70% to 90%) recovery for note holders in the event of
a payment default," S&P stated.

"We removed all ratings from CreditWatch, where they were placed
with positive implications on April 20, 2011," S&P noted.

"The rating upgrade reflects our belief that, under our updated
long-term performance expectations, Wynn will maintain credit
measures comfortably within our threshold for a 'BB+' corporate
credit rating," said Standard & Poor's credit analyst Ben Bubeck.

"We have incorporated capital spending associated with Wynn's
planned Cotai, Macau, development, as well as continued sizable
shareholder returns, into our performance expectations. While
Wynn's financial profile deteriorates somewhat over the next few
years under our forecast as the company funds the planned Cotai
development, we do not expect leverage to spike above
approximately 3x. Given our satisfactory assessment of Wynn's
business risk profile, we would be comfortable with leverage
temporarily spiking as high as 4.5x to fund development projects,
but generally consider leverage closer to 4x to be in line with a
'BB+' corporate credit rating for Wynn. Furthermore, Wynn will
likely pursue additional expansion opportunities in Asia and
potentially in the U.S. over the next few years, and we believe
the anticipated 1x cushion relative to our 4x leverage threshold
at 'BB+' provides the company ample flexibility to pursue these
opportunities," S&P stated.

"In order to consider further ratings upside (and an investment-
grade rating), we would require clarity around the timeline,
budget, and funding strategy for Wynn's planned resort in Cotai.
We are currently incorporating an expectation that over $1 billion
of the development cost (estimated by Wynn to approximate $2.5
billion to $3 billion) is funded via cash on hand or cash
generated at Wynn Macau over the next few years. In addition, we
would require management to publicly articulate a financial policy
regarding its tolerance for leverage. We would be comfortable with
leverage temporarily spiking to the high 3x area to fund
development projects, but generally consider leverage closer to 3x
to be in line with a 'BBB-' corporate credit rating, based on our
assessment of Wynn's business risk profile," S&P related.

S&P continued, "Our 'BB+' corporate credit rating on Wynn reflects
the company's significant debt burden, high levels of competition
in the Las Vegas and Macau gaming markets, and substantial
expected debt-financed development spending in Cotai. Still, the
company's assets are among the highest quality in the gaming
sector, and we expect Wynn's strong liquidity position,
notwithstanding its track record of returning significant capital
to shareholders, to allow the company to pursue and finance
development plans in a manner that preserves credit quality in
line with the current rating."


YUCCA GROUP: Can Hire Biggs & Co. to Perform Accounting Services
----------------------------------------------------------------
The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California authorized The Yucca Group, LLC, to
employ:

         BIGGS & CO., Certified Public Accountants
         3250 Ocean Park Boulevard, Suite 350
         Santa Monica, CA 90405
         Tel: (315) 450-0875

as accountant to provide bankruptcy tax and insolvency accounting
service to assist in resolution of the Debtor's case.

The Court approved a $10,000 postpetition retainer as a security
deposit towards fees incurred.

To the best of the Debtor's knowledge, Biggs & Co., is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About The Yucca Group, LLC

Headquartered in Woodland Hills, California, The Yucca Group, LLC,
aka Metro Modern Developers, develops, builds, and sells
residential real estate property.  It filed for Chapter 11 on
February 24, 2010 (Bankr. C.D. Calif. Case No. 10-12079).
Friedman Law Group serves as the Debtor's bankruptcy counsel.  In
its petition, the Debtor estimated its assets and debts at
$10 million to $50 million.


* Damages From Fatal Fistfight are Dischargeable
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a June 10 opinion from U.S. District Judge Lynn
Adelman in Milwaukee said that when a fistfight between teenagers
ended in the death of one from a single blow to the face, the
resulting damages were dischargeable in the surviving combatant's
bankruptcy.  The surviving teenager was sued by the deceased's
family.  When a court ruled that the suit was not covered by
homeowners' insurance, the teenager filed bankruptcy.  Although
the bankruptcy judge concluded that the injury was willful, the
court ruled that the claim was discharged in bankruptcy because it
was not "malicious."  Judge Adelman upheld the ruling on appeal,
saying the survivor had a right of self-defense under Wisconsin
law.  Limited obligations under state law to retreat did not
apply, according to how the bankruptcy judge found the facts.
The case is Sustache v. Matthews, 10-0863, U.S. District Court,
Eastern District Wisconsin (Milwaukee).


* Supreme Court to Resolve Family Farmer Tax Issues
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court decided June 13 to resolve a
split among lower courts after the U.S. Court of Appeals in San
Francisco saddled bankrupt farmers with large tax liabilities
after selling property.  The disagreement among the courts arises
from 2005 amendments to federal bankruptcy law intended to be help
family farmers who file for reorganization in Chapter 12.  The
Supreme Court decided to resolve ambiguity in the statute about
the tax treatment afforded to sales of property after bankruptcy.
The case should be argued before the end of the year.  The appeal
in the Supreme Court is Hall v. U.S., 10-875, U.S. Supreme Court.
The opinion in the court of appeals is U.S. v. Hall, 08-17267, 9th
U.S. Circuit Court of Appeals (San Francisco).


* Wells Fargo Can't Foreclose for Lack of Mortgage Note
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wells Fargo Bank NA couldn't produce a document
proving it owned a mortgage note, so the bank was denied the right
to foreclose a home as the result of a 46-page opinion by the U.S.
Bankruptcy Appellate Panel for the Ninth Circuit. The opinion, by
U.S. Bankruptcy Judge Bruce A. Markell, also says that the bank's
claim in the bankruptcy case will be thrown out if it can't
produce documents showing a complete chain of title for the note.
The case is Veal v. American Home Mortgage Servicing Inc. (In re
Veal), 10-1055, U.S. Bankruptcy Appellate Panel for the 9th
Circuit (Phoenix).


* Business Bankruptcies Fell 18% in May But Trend Might Not Hold
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the number of businesses
filing for bankruptcy continues to plunge from the peaks reached
during the financial crisis, down 18% in May compared with the
same month last year, according to recently released figures from
data provider Epiq Systems Inc.


* McKool Smith Named "Law Firm of the Year" by Lennox Int'l
-----------------------------------------------------------
Lennox International, one of world's leading providers of climate
control solutions for heating, air conditioning and refrigeration,
has named McKool Smith its "Law Firm of the Year" for 2010 based
on outstanding service and achievement.

"McKool Smith played a critical role in obtaining a favorable
resolution for us in the defense of a complex national class
action," said John Torres, Chief Legal Officer of Lennox
International.  "Their strategic thinking, business-oriented legal
advice, and intensely focused approach earned them our 'Law Firm
of the Year' recognition."

Robert Elkin, a principal in McKool Smith's Dallas office, led the
firm's litigation team in representing Lennox in the national
class action filed in California, in which the plaintiffs were
seeking more than $1 billion in damages and injunctive relief.

"Our goal is to always provide exceptional client service, align
our litigation strategy with our client's business interests, and
then execute that strategy in a cost-effective way.  We are truly
honored to receive this recognition," explained Mr. Elkin.  "This
award is a testament to the talent and commitment of the entire
Lennox defense team, including principals Gayle Klein and Rosemary
Snider, associates Michael Fritz, Judith Youngman, and Jennifer
Henry, and senior paralegal Jodie Mow."

With more than 130 litigators working as an integrated team across
offices in New York, Washington, DC and Texas, McKool Smith has
established a reputation as one of America's leading trial firms.
The firm has been recognized by The National Law Journal and
VerdictSearch for winning more Top 100 Verdicts than any other
U.S. law firm during the past three years.  McKool Smith
represents leading clients across a broad range of practice areas,
including complex commercial litigation, intellectual property,
bankruptcy, and white collar defense.


* Alvarez & Marsal Expands Its Global Forensic & Dispute Services
-----------------------------------------------------------------
Former federal prosecutor Jim Lord has joined Alvarez & Marsal's
global forensic and dispute services practice, further expanding
the firm's capabilities to help companies deal with mounting
government and regulatory pressures.  Based in Seattle, Mr. Lord,
who served for more than 20 years as a federal prosecutor for the
United States Department of Justice, will join the West Coast
business unit and will lead the firm's initiative to build the
practice in the Pacific Northwest.  He will supplement engagement
teams on forensic investigations and other corporate compliance
consulting engagements worldwide.

"With the enactment of the UK's Bribery Act and the Dodd Frank
whistleblower provisions and enhanced enforcement of the Foreign
Corrupt Practice Act, companies are facing more compliance
challenges and greater risk than perhaps ever before," said Bryan
Ruez, Managing Director and the Global Co-Leader of A&M's Dispute
Analysis & Forensic Services.  "With an extensive expertise in
domestic and international government investigations and corporate
compliance matters, Jim brings exceptional insight into how
companies can effectively deal with these complex issues and will
make an outstanding addition to our global team."

During his tenure with the DOJ, Mr. Lord served as a Coordinator
of the Organized Crime Strike Force, the Corporate Fraud Task
Force, the Financial Investigations Review Team, and as a Computer
Hacking and Intellectual Property (CHIP) prosecutor, and received
the prestigious Directors Award for Superior Performance as an
Assistant United States Attorney.  Mr. Lord has led many
investigations domestically and internationally, including
investigations involving China, Costa Rica, Hong Kong, Korea,
Mexico, and Russia. Mr. Lord also served as DOJ's Intermittent
Legal Adviser ("ILA") to Tanzania.

At A&M, Mr. Lord will focus on assisting clients in dealing with
matters involving the Foreign Corrupt Practices Act, corporate
compliance and governance, as well as white-collar criminal, civil
regulatory, Anti-Money Laundering, healthcare,
cybercrimes/cybersecurity, Intellectual Property investigations
and litigation, the tracing of assets, bankruptcy receiverships
and corporate monitorships.

Mr. Lord earned both his bachelor's degree and doctor of
jurisprudence degree from Vanderbilt University in Nashville,
Tennessee.  He serves as a Vice Chair of the American Bar
Association's (ABA) Anti-Corruption Committee for the
International Law Section, as a Co-Chair of the Internal
Investigations subcommittee for the ABA's Business Law Section,
and as a member of the Executive Committee for the Corporate
Counsel Section of the Washington State Bar Association (WSBA).

                     About Alvarez & Marsal

Alvarez & Marsal (A&M) is a global professional services firm
specializing in turnaround and interim management, performance
improvement and business advisory services.  A&M delivers
specialist operational, consulting and industry expertise to
management and investors seeking to overcome challenges,
accelerate performance and maximize value across the corporate and
investment lifecycles.  Founded in 1983, the firm is known for its
distinctive restructuring heritage, hands-on approach and
relentless focus on execution and results.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: May 9, 2011



                           *********

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 ***