TCR_Public/110616.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 16, 2011, Vol. 15, No. 165

                            Headlines

15-35 HAMPSTEAD: Court Approves Racebrook as Trustee's Auctioneer
15-35 HAMPSTEAD: Court Approves FC Development as Project Manager
395 MANAGEMENT: Voluntary Chapter 11 Case Summary
ALL OUT: Case Summary & 20 Largest Unsecured Creditors
ALL YOU: Competing Plans Filed Anew, Plan Outline Hrg. on June 29

ALT HOTEL: Can Use to DiamondRock's Cash Collateral Until July 5
AMERJIN CO: Voluntary Chapter 11 Case Summary
APPLEJACK ART: Files Liquidation Plan; DS Hearing July 14
ARAPAHOE LAND: Unsec. Creditors Insufficient; No Committee Formed
AUTOTRADER.COM INC: S&P Assigns 'BB+' Rating to Term Loan A

AVIS BUDGET: S&P Puts 'B+' CCR on Watch Neg on Avis Europe Bid
BARNES BAY: Settles With Creditors, Moves Forward With Plan
BELLS CROSSING: Bankruptcy Administrator Unable to Form Committee
BERNARD L. MADOFF: Another Circuit Makes Law for Clawback Cases
BLOUNT INC: S&P Assigns 'BB-' Rating to $700MM Credit Facility

B.R. BROOKFIELD: Case Summary & 20 Largest Unsecured Creditors
BROWN PUBLISHING: K&L Gates to be Paid for Affirmative Recoveries
BUDGET CONSTRUCTION: Case Summary & 23 Largest Unsecured Creditors
CCS CORP: S&P Rates $675MM Senior Unsecured Notes at 'CCC+'
CAESARS ENTERTAINMENT: John Payne Elected President of ESS

CAMP ARROWHEAD: Principals Protected by Chapter 11 Plan
CAR WASH: Creditors' Meeting Set for June 17
CARIBBEAN PETROLEUM: Obtains Approval of Settlement with U.S.
CARPENTER CONTRACTORS: Wants Additional 60 Days to File Plan
CARPENTER CONTRACTORS: Wants 60 Day Extension to Decide on Leases

CHINA INTEGRATED: Receives Nasdaq Notice to Deny Stay of Delisting
COLLECTIVE BRANDS: S&P Affirms 'B+' CCR; Outlook Revised to Stable
COLUMBIA OFFICES: Case Summary & Largest Unsecured Creditor
CONRAD BURNETT: Foreclosed Property Not Protected by Stay
COSTA DORADA: Creditors Meeting Rescheduled for July 11

CREDITRON FINANCIAL: Trustee Has Until Sept. 15 to File Sale Plan
DAMON PURSELL: Court Confirms Reorganization Plan
DELTATHREE INC: Receives $250,000 from D4 Holdings
DESERT OASIS: Files Schedules of Assets & Liabilities
DOLLAR GENERAL: Moody's Reviews Ba3 Ratings for Possible Upgrade

DOMINION CLUB: Aims to Resolve Dispute With Landlord via Mediation
DUCOMMUN INC: S&P Lowers Rating on $250MM Credit Facility to 'BB-'
DRISCOLL LLC: Case Summary & 8 Largest Unsecured Creditors
DYNAMIC BUILDERS: Orange County Opposes Plan Confirmation
E-DEBIT GLOBAL: Commences Nationwide Point of Sales

EAST CHICAGO: Rebuilding Staff, Emerging From Bankruptcy
EFD LTD: U.S. Trustee Unable to Form Committee
ELZA CONSTRUCTION: Files Schedules of Assets & Liabilities
ELZA CONSTRUCTION: Court OKs Maxie Higgason as Bankruptcy Counsel
ELZA CONSTRUCTION: U.S. Trustee Unable to Form Committee

ENDOSCOPY CENTER: Medical Insurance Policy Not Estate Property
EVANS OIL: Can Tap $1 Million DIP Financing From Naples Lending
EVERGREEN SOLAR: Amends Master Supply Agreement with Wagner
EZENIA! INC: Khoa Nguyen Resigns as CEO & Chairman of the Board
FIRST CAROLINA: Board Approves Proposal to Liquidate Trust

FIRST COMMUNITY: Common Stock Delisted from NASDAQ Capital Market
FIRSTFED FINANCIAL: Dispute With FDIC Halts Plan Confirmation
FISHER CORPORATION: Case Summary & 20 Largest Unsecured Creditors
FISHER ISLAND: Ch. 11 Examiner Taps Mesirow as Financial Advisor
FORESTAR REAL ESTATE: Moody's Withdraws 'B1' Corp. Family Rating

GARY PHILLIPS: Wants to Sell Dunham Circle Property
GENUINE AMERICAN: Case Summary & 14 Largest Unsecured Creditors
GREAT ATLANTIC: Court OK Additional Tasks of PWC as Tax Advisors
HARRISBURG, PA: State Agency Files Plan to Stave Off Bankruptcy
HATHAWAY ENTERPRISES: Gives Up on Chapter 11 Reorganization

HSN INC: Moody's Affirms 'Ba1' Corporate Family Rating
IMG WORLDWIDE: Moody's Assigns 'Ba2' Rating to Credit Facility
IMH FINANCIAL: Closes $50 Million Funding with NWRA Ventures
INTERNATIONAL ENERGY: U.S. Trustee Taps 3-Member Creditors' Panel
JARMA INC: Case Summary & 19 Largest Unsecured Creditors

JEFFERSON COUNTY, ALA: Cuts Budget, Approves Big Layoffs
J.S. WESTON'S: Cairns Cove Acquires Resort for $7.7 Million
K-RAM INC: Court Registry Funds Became Estate Property
KB HOME: Fitch Affirms IDR at 'BB-'; Outlook to Negative
KGME, INC: Case Summary & Largest Unsecured Creditor

KIEBLER RECREATION: Thompson Hine Withdraws as Bankruptcy Counsel
KURRANT MOBILE: Centurion to Purchase up to $10-Mil. Shares
LACK'S STORES: Can Use Cash Collateral Until Sept. 28
LADY FOREST: Sec. 341 Creditors' Meeting Reset to Aug. 12
LEHMAN BROTHERS: SEC to Weigh Issuing Report on Lehman Abuses

LEHMAN BROTHERS: Unit Loses Eur12.7-Mil. Suit Against Canyon
LEHMAN BROTHERS: Says It Owes No Duty to Council Customers
LEHMAN BROTHERS: Wins OK for More Levine Lee Work
LIBBEY GLASS: Moody's Affirms B2 CFR; Outlook Positive
BERNARD L. MADOFF: Another Circuit Makes Law for Clawback Cases

LIBERTY HOLDING: Case Summary & 9 Largest Unsecured Creditors
LIONCREST TOWERS: Case Dismissal Hearing Continued Until July 21
MADISON HOTEL: Hires Backenroth Frankel as Counsel
MARYLAND RESPIRATORY: Case Summary & 13 Largest Unsec Creditors
MFJT LLC: Can Access Cash Collateral Until June 30

MIPL HOLDINGS: S&P Assigns 'BB' Counterparty Credit Rating
MOMENTIVE PERFORMANCE: Notes Exchange Offer Extended to June 14
N.A. PETROLEUM: Equity Panel Taps Young Conaway as Co-Counsel
N.A. PETROLEUM: Equity Panel Taps Curtis Mallet-Prevost as Counsel
NORTEK INC: S&P Raises Rating on $250MM Sr. Notes to 'B'

NORTEL NETWORKS: Microsoft, Tech Firms Object to Patents Sale
NORTH GENERAL: Trustee Can Employ Shearman & Stearling as Counsel
OAKLEY REDEVELOPMENT: Fitch Downgrades Tax Bonds to 'BB'
OCEAN PLACE: AFP Says Exclusivity Extension is a Delaying Tactic
OLDE PRAIRIE: Has Until July 1 Amend Chapter 11 Plan

OUTSOURCE HOLDINGS: Gets OK for Fenimore as Regulatory Counsel
OUTSOURCE HOLDINGS: Examiner Proposes Traxi LLC as Advisors
PACIFIC DEV'T: Central Bank Files Notice of Default on Note No. 7
PACIFIC WESTERN: Voluntary Chapter 11 Case Summary
PERKINS & MARIE: Wins Initial $16 Million in DIP Funds

PERKINS & MARIE: Moody's Cuts Probability of Default Rating to 'D'
PERKINS & MARIE: S&P Cuts Rating on $132MM Sr. Secured Debt to 'D'
PETROLEUM & FRANCHISE: Court Approves Downs as Special Counsel
PINNACLE HILLS: Court OKs Bond Law to Handle Reorganization Case
PIONEER VILLAGE: Court OKs Hansen Hunter to Prepare Tax Returns

PJ FINANCE: U.S. Trustee Forms Six-Member Creditors' Panel
PLATINUM STUDIOS: Board Accepts B. Altounian's Resignation
PMI MORTGAGE: S&P Lowers Counterparty Credit Rating to 'B-'
PRE-PAID LEGAL: S&P Affirms 'B' CCR After Buyout Modification
PREMIER GOLF: Far East Bank Protests Use of Cash Collateral

PREMIER GOLF: Files Disclosure Statement and Chapter 11 Plan
PREMIUM DEVELOPMENTS: Chapter 11 Reorganization Case Dismissed
PRIUM LAKEWOOD: Kevin Bay Replaces Timothy Dore as Bankr. Counsel
PRM REALTY: Has Until July 29 to File Plan of Reorganization
PRO MACH: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable

PRWIRELESS INC: S&P Affirms 'B' CCR; Outlook Remains Stable
R&G FINANCIAL: Court Sets Aug. 16 Disclosure Statement Hearing
RANCHO HOUSING: Company Working on Reorganization Plan
RASER TECHNOLOGIES: Wants to Hire Bayard PA as Delaware Counsel
RASER TECHNOLOGIES: Wins Court OK for $12.5 Million DIP Loan

RDK TRUCK: Wants to Hire Bajo Cuva to Handle Counterclaims
RDK TRUCK: Gets Interim Court Approval to Use Cash Collateral
REEMA HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
RENASCENT INC: Disclosure Statement Hearing Continued to Sept. 20
REYNOLDS GROUP: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.

RIO RANCHO: Gets Court OK to Obtain $15,000 Unsecured Loan
RIVER ROAD: Objects to Lenders' Chapter 11 Plan
RIVERBEND COMMUNITY: Voluntary Chapter 11 Case Summary
ROCK & REPUBLIC: Liquidating Trustee Takes Aim at Former CEO
RW LOUISVILLE: Hearing on WF Dismissal Motion Continued to Aug. 16

RW LOUISVILLE: Confirmation Hearing to be Held Beginning July 15
S & C INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
S & Y ENTERPRISES: Files 2nd Amended Plan & Disclosure Statement
SARGENT RANCH: Ch. 11 Trustee Wants Case Converted to Chapter 7
SBA COMMS: Moody's Assigns 'Ba2' Rating to New Credit Facility

SBA COMMUNICATIONS: S&P Assigns 'BB' Rating to Term Loan B
SELECTED ARROW: Case Summary & 20 Largest Unsecured Creditors
SHAMROCK-SHAMROCK: Files Schedules of Assets & Liabilities
SHAMUS HOLDINGS: 1st Cir. Says Bankruptcy Tolled Foreclosure
SIGG SWITZERLAND: Trustee Shows Concerns Over Speedy Sale Timeline

SMART DATA: CA Upholds Lower Court Ruling to Liquidate Firm
SMART MODULAR: Moody's Assigns 'B2' CFR; Outlook Stable
SMART MODULAR: S&P Cuts CCR to 'B+' on Going-Private Transaction
SOURCE 1 SPECIALTY: Case Summary & Largest Unsecured Creditor
STAGE COACH: Case Summary & 5 Largest Unsecured Creditors

STATION CASINOS: Commence Filing of Omnibus Claims Objections
STATION CASINOS: Aliante Proposes Oppenheimer as Fin'l Advisor
STATION CASINOS: GVR Hires Sea Port as Financial Advisor
STICKNEY AVENUE: Voluntary Chapter 11 Case Summary
SUNRAY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors

SUPERIOR ACQUISITIONS: Trustee Files Motion to Convert Case
SUPERIOR ACQUISITIONS: PremierWest Bank Objects to Debtor's Plan
TALON THERAPEUTICS: James Flynn Discloses 35.36% Equity Stake
TC PIPELINES: Moody's Assigns Baa2 Rating to Sr. Unsecured Debt
TECHDYNE LLC: Values Patents at $100 Million

TEXAS INDUSTRIES: Moody's Lowers Corp. Family Rating to 'Caa1'
THEATRE CLUB: Court Approves Stephen F. Biegenzahn as Counsel
TOTES ISOTONER: Moody's Assigns B3 Rating to Proposed Term Loan
TOWNSENDS INC: Taps Huron to Provide Restructuring Services
TRANSPECOS FOODS: Voluntary Chapter 11 Case Summary

TRUE NORTH: Case Summary & 6 Largest Unsecured Creditors
UNIVERSAL HOSPITAL: Moody's Rates $175MM Sr. Sec. Notes at 'B3'
UNIVISION COMMUNICATIONS: Fitch Ratings Affirms 'B' IDR
U.S. EAGLE: To Appoint Three Twenty One as Exclusive Agent
VITESSE SEMICONDUCTOR: Columbia Pacific Holds 11.23% Equity Stake

VITRO SAB: Court Okays Sale of U.S. Assets to American Glass
WASHINGTON MUTUAL: Equity Panel Has Sullivan as Conflicts Counsel
WASHINGTON MUTUAL: Equity Committee Can Hire BDO as Tax Advisor
WATERSCAPE RESORT: Has Court OK to Use Cash Collateral til June 23
WCK INC: U.S. Trustee Wants Chapter 11 Case Dismissed

WENDY'S/ARBY'S: Moody's Says 'B2' Ratings Unaffected by Sale
WHITTON CORP: Seeks to Appoint Grubb & Ellis as Leasing Agent
ZAIS INVESTMENT: Creditors Want Chapter 11 Case Dismissed

* Gay Couple Entitled to File Joint Bankruptcy Petition
* Judicial Lien Voided Without Taking Home Exemption
* Systemic Firms May Be Forced to Restructure, FDIC Official Says

* Business Bankruptcies Fell 18 Percent in May

* Riemer & Braunstein Discloses Growth in Banking & Finance Dept.

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


15-35 HAMPSTEAD: Court Approves Racebrook as Trustee's Auctioneer
-----------------------------------------------------------------
The Hon. Gloria M. Burns at U.S. Bankruptcy Court for the District
of New Jersey authorized Karen L. Gilman, Esq., the Chapter 11
trustee of 15-35 Hampstead Properties LLC and Jackson 299
Hempstead LLC, to employ Racebrook Marketing Concepts LLC dba
Sheldon Good and Company as auctioneer.

The firm will be reimbursed for its expenses -- subject to
the aggregate cap of $100,000 -- which expenses will be a
superpriority administrative expense claim until paid.  A portion
of the buyer's premium to be paid to the firm will equal 1.5% of
the high bid price, if the successful bidder is New York Community
Bank; otherwise, the portion of the buyer's premium to be paid to
the firm will equal 3% of high bid price.

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

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, and affiliate Jackson 299
Hempstead, LLC,  own real property at 101 Boardwalk in Atlantic
City, New Jersey.  They filed for Chapter 11 bankruptcy protection
(Bankr. D. N.J. Case Nos. 10-43178 and 10-43180) on Oct. 26, 2010.
Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, serves as
counsel to the Debtors.  The Debtors each estimated assets and
debts at $10 million to $50 million.


15-35 HAMPSTEAD: Court Approves FC Development as Project Manager
-----------------------------------------------------------------
The Hon. Gloria M. Burns at U.S. Bankruptcy Court for the District
of New Jersey authorized Karen L. Gilman, Esq., the Chapter 11
trustee of 15-35 Hampstead Properties LLC and Jackson 299
Hempstead LLC, to employ FC Development Group LLC as project
manager.

The firm will be paid $7,500 for initial project assessment &
start up, and $10,000 monthly project management.

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

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties, LLC, and affiliate Jackson 299
Hempstead, LLC,  own real property at 101 Boardwalk in Atlantic
City, New Jersey.  They filed for Chapter 11 bankruptcy protection
(Bankr. D. N.J. Case Nos. 10-43178 and 10-43180) on Oct. 26, 2010.
Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, serves as
counsel to the Debtors.  The Debtors each estimated assets and
debts at $10 million to $50 million.


395 MANAGEMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 395 Management Services, LLC
        2651 Irvine Avenue
        Costa Mesa, CA 92627

Bankruptcy Case No.: 11-18284

Chapter 11 Petition Date: June 10, 2011

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

Judge: Theodor Albert

Debtor's Counsel: Christopher P. Walker, Esq.
                  LAW OFFICE OF CHRISTOPHER P. WALKER, P.C.
                  505 S Villa Real Dr Ste 116
                  Anaheim Hills, CA 92807
                  Tel: (714) 639-1990
                  Fax: (714) 637-1636
                  E-mail: cwalker@cpwalkerlaw.com

Scheduled Assets: $1,567,200

Scheduled Debts: $600,000

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

The petition was signed by Gary Kanter, managing member.


ALL OUT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: All Out, Inc.
        10430 Argonne Woods Drive
        Woodridge, IL 60517

Bankruptcy Case No.: 11-24453

Chapter 11 Petition Date: June 9, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: John Ellsworth, Esq.
                  JOHN ELLSWORTH LAW OFFICES
                  929 S. 111th Street
                  West Allis, WI 53214
                  Tel: (866) 621-5700
                  Fax: (847) 895-9055
                  E-mail: ellsworthlegal@yahoo.com

Scheduled Assets: $7,535,513

Scheduled Debts: $15,485,404

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb11-24453.pdf

The petition was signed by J.B. Capuano, president.


ALL YOU: Competing Plans Filed Anew, Plan Outline Hrg. on June 29
-----------------------------------------------------------------
All You, LLC, and its secured creditor, First Security Bank, filed
anew separate Chapter 11 plans and disclosure statements in May
2011, after the U.S. Bankruptcy Court for the Western District of
Kansas denied confirmation of earlier versions of the competing
plans.

The Hon. Ben T. Barry will convene a hearing on June 29, 2011, at
9:00 a.m., to consider approval of revised disclosure statements.

The Debtor filed the original version of its plan on March 10,
First Security filed its own plan on March 11.  For reasons stated
in oral ruling, the Bankruptcy Court denied confirmation of both
competing plans without prejudice.  The Court also overruled First
Security's objection to the Debtor's Plan as moot.

The Debtor filed a revised plan and disclosure statement dated
May 20.  First Security filed its own revised plan and disclosure
statement dated May 25.

The Debtor's previous Chapter 11 Plan proposed to sell (or, if it
was unable to sell, surrender to First Security) certain of its
real properties other than the Tontitown Property and the property
located at 2325 N. College, Fayetteville, Arkansas, and to use the
amounts realized from the properties to reduce its debt to First
Security.  The Debtor's plan then proposed to pay extra rentals to
First Security over a two-year period, and then emerge from
bankruptcy and retain the Tontitown Property and College Avenue
Property free and clear of its creditors' liens.

First Security's previous plan -- and its current proposed plan --
proposes to liquidate the Debtor's real estate assets.  First
Security continues to contend that because it is fully secured,
the Debtor may not cram down its debt to First Security and cannot
retain the Tontitown Property and College Avenue Property, free
and clear of First Security's lien unless it is able to pay its
entire Debt to First Security through the bankruptcy plan.  First
Security's plans to contend that the Debtor's goal of retaining
the Tontitown Property cannot be accomplished mathematically based
on (i) the sheer amount of First Security's lien, and (ii) the
relatively small amount of the monthly rental payments it can
receive from the Tontitown Property and other properties.

A full-text copy of the Debtor's May 20 Disclosure Statement is
available for free at:

      http://bankrupt.com/misc/ALLYOU_DebtorMay20DS.pdf

A full-text copy of First Security's May 25 Disclosure Statement
is available for free at:

      http://bankrupt.com/misc/ALLYOU_FirstSecMay25DS.pdf

        First Security Opposes Debtor's Plan Outline

In a court filing dated May 23, First Security complained that the
Debtor's revised Disclosure Statement does not contain adequate
protection in that it does not:

  -- list what properties, if any, have a positive cash flow, or
     what this positive cash flow is;

  -- list what properties, if any, it contends has equity, and
     what this equity is given current market conditions;

  -- list a time line or other schedule whereby non-performing or
     negative equity properties will be surrendered to First
     Security;

  -- list what will repairs or other efforts will need to be made
     to fully rent 1395 Henri De Tonti to realize the alleged
     $40,000 in rental income from the property, and does not
     describe where the money will come from to accomplish
     this goal;

  -- address the fact that (i) certain of Debtors' properties have
     been condemned by the City of Greenland, Arkansas, and (ii)
     the Tontitown, Arkansas, property has Code violations; and,

  -- provide any estimate or explanation showing when the Debtor
     expects to become solvent or how it will obtain and retain
     this solvency.

"Without adequate information, the Debtor's [revised] Disclosure
Statement and the accompanying proposed Chapter 11 Plan amounts to
little more than wishful thinking that the Debtor's condition will
improve in the future," First Security says.

                      About All You, LLC

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

Both the Debtor; and First Security Bank, the largest creditor of
Debtor and holder of a mortgage lien on all of the Debtor's real
properties, have filed competing Chapter 11 plans in the
bankruptcy case.  The Court rejected both plans at a hearing on
April 20, 2011.

First Security Bank has asked the bankruptcy court to enter an
order converting the case to Chapter 7 liquidation.  A hearing on
the request is scheduled for June 29.

First Security is represented by Gary D. Jiles, Esq., at Jack
Nelson Jones Jiles & Gregory, P.A., in Conway, Arkansas.


ALT HOTEL: Can Use to DiamondRock's Cash Collateral Until July 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized, in a third interim order, ALT Hotel LLC to access the
cash collateral until July 5, 2011.

A hearing on the Debtor's request to further use the cash
collateral will be held on June 27, at 10:00 a.m.

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

As reported in the Troubled Company Reporter on May 23, the
Debtor's secured creditor DiamondRock Allerton Owner LLC, is an
affiliate of DiamondRock Hospitality, a publicly held real estate
investment trust.

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

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

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the senior lender replacement
liens with the same validity and priority on all rents and all
other property of the estate as it existed prepetition.  The
Debtor will also maintain adequate insurance on all property on
which the senior lender holds a duly perfected lien and security
interest.

                        About ALT Hotel LLC

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

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Lawyers at Paul, Hastings, Janofsky & Walker LLP,
and Neal Wolf & Associates, LLC, both in Chicago, Illinois, serve
as bankruptcy counsel to the Debtor.  In its petition, the Debtor
estimated $100 million to $500 million in assets and $50 million
to $100 million in debts.  Affiliate PETRA Fund REIT Corp. sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-15500) on Oct.
20, 2010.


AMERJIN CO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Amerjin Co., LLC
        7806 Richmond Ave., Suite B
        Houston, TX 77063

Bankruptcy Case No.: 11-35095

Chapter 11 Petition Date: June 9, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  TOW AND KOENIG PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441
                  E-mail: jkoenig@towkoenig.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Peter Zhu, manager.


APPLEJACK ART: Files Liquidation Plan; DS Hearing July 14
---------------------------------------------------------
Keith Whitcomb Jr. at the Bennington Banner reports that Applejack
Art Partners Inc. will seek approval of the disclosure statement
explaining its proposed Chapter 11 plan on July 14, 2011.

The Debtor filed the Plan and the Disclosure Statement on May 23.

In December last year, Protocol Management Solutions, Ltd., bought
the debt owed to the Berkshire Bank for $1.7 million, Applejack's
attorney, Jennifer Emens-Butler said., according to the report.

Ms. Emens-Butler said a portion of Applejack's inventory that
hasn't been secured by other creditors will be sold at auction to
pay off unsecured creditors, the Bennington Banner relates.

According to the Plan, the Bennington Banner notes, Wachovia holds
a claim of $2.8 million on Applejack's building in Manchester.
The property has been appraised for $3.5 million, and for a six-
month period, Wachovia will attempt to sell the building.
Wachovia's debt is secured by a first and second mortgage,
according to the Plan, while a third in the amount of $1.2 million
is held by the Vermont Economic Development Authority (VEDA), the
Bennington Banner reports.

According to the Bennington Banner, Ms. Emens-Butler said, under
the proposal, VEDA will be repaid using whatever funds from the
sale that exceed Wachovia's claim.  After the six month period, if
there is no buyer, Wachovia will take ownership of the building.

She said the Plan at one time was to have McGaw Graphics purchase
Applejack Art Partners, but McGaw opted not to place a bid.
Bennington Banner says McGaw and Applejack are both partially
owned by Jack Appelman, who also owns Applejack Real Estate
Partners, which in turn owns a number of commercial properties in
the Bennington/Manchester area.

                   About Applejack Art Partners

Applejack Art Partners, Inc., manufactures fine art prints and
sells sports memorabilia.  It acquired Bruce McGaw Graphics in
August 2009, gaining the exclusive rights to images from the Walt
Disney Co., the Museum of Modern Art and Andy Warhol.  Applejack
is represented by the Bethel law firm of Obuchowski and Emens-
Butler.

Applejack Art Partners sought Chapter 11 protection (Bankr. D.
Vermont Case No. 10-10911) on July 6, 2010.

The Debtor estimated assets of $1 million to $10 million and debts
under $50 million as of the Chapter 11 filing.  Berkshire Bank
holds a secured note dated March 2007, totaling about $628,124,
and a second secured loan at $102,521.


ARAPAHOE LAND: Unsec. Creditors Insufficient; No Committee Formed
-----------------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Arapahoe Land
Investments, LP have expressed interest in serving on a committee.
The UST reserves the right to appoint such a committee should
interest developed among the creditors.

Castle Rock, Colorado-based Arapahoe Land Investments, LP, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
11-80194) on April 5, 2011.  Barbara Mincey Rogers, Esq., at
Rogers & Anderson, PLLC, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $13,475,002 in
total assets and $8,513,138 in total debts as of the Petition
Date.


AUTOTRADER.COM INC: S&P Assigns 'BB+' Rating to Term Loan A
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue-level
ratings on Atlanta, Ga.-based AutoTrader.com's senior secured
credit facilities, following the add-on of $100 million to the
term loan A facility, and a shift of $100 million from the
$500 million term loan B to the term loan A facility. "We assigned
a 'BB+' issue-level rating to the incremental term loan A, with a
recovery rating of '3' indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default," S&P said.

The existing credit facility ratings are affirmed at 'BB+' (at the
same level as the 'BB+' corporate credit rating on the company)
with a recovery rating of '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.

The pro forma capital structure consists of a $400 million term
loan B due 2016, $450 million of term loan A due 2015, and a $200
million revolving credit facility due 2015. The company plans to
use $100 million of incremental term loan A proceeds, along with
some revolver borrowings, to fund the $150 million acquisition of
VinSolutions LLC. VinSolutions provides auto dealers' Internet-
based solutions platforms, including customer relations management
(CRM), Internet lead management, and inventory control solutions.

"We also affirmed our 'BB+' corporate credit rating on
AutoTrader.com. The rating outlook is stable," S&P said.

The 'BB+' corporate credit rating reflects Standard & Poor's
expectation that AutoTrader.com's lease-adjusted leverage will
decline over the next 24 months, as a result of EBITDA growth and
modest debt repayment. "The rating and stable outlook also
incorporate our expectation that the company will continue to
maintain a satisfactory margin of compliance with financial
covenants over the near-to-intermediate term," S&P said.

Standard & Poor's continues to factor into the rating implied
support from Cox Enterprises Inc., which maintains operating
control. On a stand-alone basis, AutoTrader.com would be rated in
the 'BB' category. "While we do not view the AutoTrader.com debt
as a Cox obligation, given the significant value of its
ownership position we believe that Cox has incentives to provide
some degree of credit support to AutoTrader.com," S&P said.

Pro forma for the transaction, the lease-adjusted debt to EBITDA
ratio was low 4.0x. "We believe that debt leverage will decline to
the mid-3x area over the next 12 months, as the company begins to
realize synergies from recent acquisitions, as EBITDA grows, and
as debt balances decline modestly," said Standard & Poor's credit
analyst Jeanne Mathewson. For the 12 months ended March 31, 2011,
conversion of EBITDA into discretionary cash flow was healthy
at 50%, up from 14% in 2009 because of reduced working capital
usage and lower capital expenditures.


AVIS BUDGET: S&P Puts 'B+' CCR on Watch Neg on Avis Europe Bid
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings-including
its 'B+' corporate credit rating--on Parsippany, N.J.-based auto
renter Avis Budget Group Inc. on CreditWatch with negative
implications.

"We based this action on the company's June 14, 2011 announcement
that it had reached agreement to acquire U.K.-based Avis Europe
plc for a combination of cash, equity, and debt. Avis Budget also
has an outstanding offer to acquire Dollar Thrifty Automotive
Group Inc. (parent of the Dollar and Thrifty brands), which has
yet to be approved by regulators, and which, we believe, Avis
Budget is now unlikely to pursue as the company focuses on
completing and integrating the acquisition of Avis Europe," S&P
said.

Avis Budget's proposed acquisition of Avis Europe, for
approximately $1 billion, comprises up to $250 million of equity
and the balance a combination of cash on hand ($913 million at
March 31, 2011) and proceeds from new debt financings. The company
would also likely assume a substantial portion of Avis Europe's
approximately $1.2 billion of debt (as of Dec. 31, 2010). The
acquisition would increase Avis Budget's global operations. (It
now primarily operates in North America.) Avis Europe is a major
car rental participant in Europe and has operations in China and
India, both growing markets. Avis Budget has indicated it expects
operating synergies of over $30 million a year.

Avis Budget currently has an outstanding bid valued at
approximately $1.7 billion for DTAG. On May 9, 2011, Hertz Global
Holdings Inc. (parent of the Hertz car rental brand) made a new
bid to acquire DTAG for approximately $2.2 billion. The Federal
Trade Commission (FTC) has been reviewing both bids since April
2010, when Hertz made its initial offer, but has yet to approve
either. Avis Budget has announced that it has made progress in its
discussions with the FTC regarding a potential acquisition of
DTAG. "It will continue to monitor the DTAG situation; however,
Avis Budget is, we believe, unlikely to pursue an acquisition of
DTAG as it focuses on completing and integrating the acquisition
of Avis Europe," S&P stated.

The acquisition of Avis Europe is subject to shareholder approval,
of which Avis Budget has already received commitments for 60%, as
well as regulatory approval. Unlike the DTAG bid, the acquisition
of Avis Europe is not expected to face significant antitrust
obstacles since both companies' operations do not overlap. Avis
Budget expects to complete the acquisition in October 2011.

"We will evaluate Avis Budget's business risk and financial risk
profiles, pro forma for the Avis Europe acquisition, to resolve
the CreditWatch listing," said Standard & Poor's credit analyst
Betsy Snyder.

"We could lower the ratings if we believe the company's financial
profile will weaken from the added acquisition debt," added Ms.
Snyder. "We could also conclude that the stronger business
profile, due to its global presence, expected synergies, and
better industry operating prospects, offset the added debt burden.
In that case, we would likely affirm our ratings on Avis Budget."


BARNES BAY: Settles With Creditors, Moves Forward With Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Viceroy Anguilla Resort & Residences on Anguilla in
the British West Indies scheduled a June 30 hearing for approving
the disclosure statement after the creditors' committee and the
developer agreed on a Chapter 11 reorganization plan.  The
confirmation hearing for approval of the plan is tentatively sets
for Aug. 18.

According to the report, the creditors' committee says the revised
plan, filed this week, is "substantially better" for its
constituency. General unsecured creditors are paid in full without
interest, while those who signed contracts before bankruptcy to
buy units have several options.  Prospective buyers can either
complete the purchase, and receive full credit for deposits given
before bankruptcy, or sue to enforce whatever rights they have
under Anguilla law.  Or, purchasers can elect to receive 15% to
50% of their cash deposits.

Mr. Rochelle relates that the plan is built around an auction to
be held on July 27.  Secured creditor Starwood Capital Group LLC
is expected to be the winner.  Starwood would take title through
confirmation of the plan.  Starwood, owed $370 million, received
final court approval for $5 million in financing for the Chapter
11 effort.  The plan gives Starwood nothing on account of the
deficiency on its secured claim.  Greenwich, Connecticut-based
Starwood acquired the secured debt in October.

Given the settlement, the creditors' committee withdrew its motion
for appointment of a Chapter 11 trustee.

                        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.


BELLS CROSSING: Bankruptcy Administrator Unable to Form Committee
-----------------------------------------------------------------
Bankruptcy Administrator Linda W. Simpson informed the U.S.
Bankruptcy Court of the Western District of North Carolina that
Prestige Building Co, Inc., has declined to accept an appointment
to the committee of unsecured creditors of Bells Crossing, LLC.

Accordingly, the Bankruptcy Administrator said that a committee
has not been appointed because an insufficient number of persons
holding unsecured claims against Bells Crossing have expressed
interest in serving on a committee.

Bells Crossing, LLC, based in Mooresville, North Carolina, owns
230 acres of property in Iredell County.  It filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-50572) on May 9, 2011.
Judge J. Craig Whitley presides over the case.  R. Keith Johnson,
Esq. -- rkjpa@bellsouth.net -- in Stanley, North Carolina, serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
estimated assets of $10,002,000 and liabilities of $15,429,162.
The petition was signed by Ben Thomas, its member and manager.

Bells Crossing owes $15.2 million to Community One Bank NA.  Bells
Crossing estimates the land is worth $10 million.


BERNARD L. MADOFF: Another Circuit Makes Law for Clawback Cases
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
issued an opinion last week that is both helpful and unhelpful for
customers of Bernard L. Madoff Investment Securities Inc. trying
to avoid paying back so-called fictitious profits.

Mr. Rochelle relates that the case involved a mortgage lender that
conducted almost no investigation before making loans on real
estate that had been transferred fraudulently. The bankruptcy
court found that the lender was given enough facts to put it on
notice that everything wasn't up to snuff.  When the bankruptcy
court voided the mortgage on the fraudulently transferred
property, the lender appealed unsuccessfully in the U.S. District
Court.

According to the report, the 4th U.S. Circuit Court of Appeals in
Richmond, the lender argued that it was a subsequent transferee
entitled to the so-called good faith defense in Section 550(b)(1)
of the Bankruptcy Code.  That section says that a subsequent
transferee isn't required to give back fraudulently transferred
property if took the property in "good faith" and "without
knowledge of the voidability of the transfer."

Mr. Rochelle discloses that on the issue of good faith, the 4th
Circuit agreed with three other circuit courts by applying an
objective standard.  It said that what the lender "should have
known depends on what it actually knew, and not what it was
charged with knowing on a theory of constructive notice."
Nonetheless, the court went on to say that the good faith test
also means that a later transferee cannot "remain willfully
ignorant in the face of facts which cry out for investigation."

The three circuit judges, in their unsigned opinion on June 10,
upheld the judgment against the lender, saying it didn't make the
loan in good faith because it remained "willfully ignorant" of
facts crying out for investigation, Mr. Rochelle reports.

Mr. Rochelle notes that in the Madoff case, customers are being
sued by the trustee for fictitious profits, meaning cash that
customers took out in excess of cash invested.  Customers are
mounting defenses, saying they aren't required to give back
fictitious profits because they were in good faith without
knowledge of the fraud.  In some cases, the Madoff trustee says
the customers buried their heads in the sand when they were given
facts indicating the possibility of fraud.

The case is Capital City Mortgage Corp. v. Goldman (In re
Nieves), 08-2160, 4th U.S. Circuit Court of Appeals (Richmond,
Virginia).

                      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.


BLOUNT INC: S&P Assigns 'BB-' Rating to $700MM Credit Facility
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Blount Inc.'s amended and
restated $700 million credit facility. The five-year facility
consists of a $400 million revolver (up from $75 million) and $300
million term loan A (up from $75 million). Proceeds will be used
to retire the outstanding $274 million under the existing term
loan B. Co-borrowers are Omark Properties Inc. and Windsor
Forestry Tools LLC.

The ratings on Portland, Ore.-based Blount Inc. (a wholly owned
subsidiary of unrated Blount International Inc.) reflect the
company's aggressive financial risk profile and its weak business
risk profile which is marked by limited product diversity and
exposure to cyclical end markets. In 2011, Standard & Poor's
Ratings Services expects that Blount will continue to experience
significant revenue growth of about 20% year-over-year
(benefitting from recent acquisitions and organic growth) and that
the company will maintain a good adjusted EBITDA margin of close
to 20%. Blount has stated their desire to acquire two to three
businesses over the next one to two years with an enterprise value
of $100 million to $200 million. "We believe the company could
make acquisitions of this amount and maintain credit measures in
line with our expectations for the rating, including funds from
operations to total debt of 15% to 20%; this measure was 22% at
the end of the first quarter," S&P said.

Ratings List

Blount Inc.
Corporate credit rating               BB-/Stable/--

New Rating
Blount Inc.
Omark Properties Inc.
Windsor Forestry Tools LLC
$300 mil term loan bank due 2016      BB-
Recovery Rating                       3
$400 mil revolver loan bank due 2016..BB-
  Recovery Rating                      3


B.R. BROOKFIELD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: B.R. Brookfield Commons No. 1, LLC
        22900 Ventura Boulevard, Suite 200
        Woodland Hills, CA 91364

Bankruptcy Case No.: 11-29334

Affiliate that simultaneously sought Chapter 11 protection:

   Debtor                                 Case No.
   ------                                 --------
B.R. Brookfield Commons No. 2, LLC        11-29336

Chapter 11 Petition Date: June 10, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: James E. Shapiro

Debtor's Counsel: Jeffrey C. Dan, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 South LaSalle, No. 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: jdan@craneheyman.com

Scheduled Assets: $9,089,559

Scheduled Debts: $11,705,929

A list of B.R. Brookfield Commons No. 1's 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wieb11-29334.pdf

A list of B.R. Brookfield Commons No. 2's 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wieb11-29336.pdf

The petitions were signed by Bernard Rosenson, manager.


BROWN PUBLISHING: K&L Gates to be Paid for Affirmative Recoveries
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
modified K&L Gates retention order to allow K&L Gates to recover,
on a contingent fee basis, for services performed in connection
with certain affirmative recoveries which may be obtained by the
Debtors or their estates.  K&L Gates serves as The Brown
Publishing Company, et al.'s bankruptcy counsel pursuant to a
Feb. 18, 2011, order.

As reported in the Troubled Company Reporter on March 28, the
Debtors, the Official Committee of Unsecured Creditors and PNC
Bank, N.A., as agent for the Debtors' prepetition secured first
lien lenders have reached an agreement regarding a global
resolution of the primary outstanding issues in the cases,
including the adversary proceeding commenced by the Committee
against the First Lien Lenders entitled The Official Committee of
Brown Publishing Company, et al. v. PNC Bank, N.A., et al. (Adv.
Pro. No. 10-8300).  Among the terms of the settlement is the
imposition of a limit on the amount of fees to be paid to the
Debtors' and the Committee's counsel and financial advisors, which
has been incorporated into the Debtors' First Amended Joint
Chapter 11 Plan of Liquidation and accompanying Disclosure
Statement, filed on March 4, 2011.

If the aggregate amount of the allowed claims of the professionals
employed in the Chapter 11 Cases pursuant to Sections 327, 328,
1103 or otherwise of the Bankruptcy Code, net of (i) any sums
previously received, and unapplied retainers held, by the Retained
Professionals, exceeds the Professional Fee Cap, each of the Main
Professionals will defer or waive payment of its Allowed
Professional Fee Claim in an amount equal to the product of the
Professional Fee Shortfall multiplied by a fraction, the numerator
of which will be the Main Professional's Allowed Professional Fee
Claim and the denominator of which will be the total of all of the
Main Professionals Allowed Professional Fee Claims, until the date
when distributions are made to holders of Allowed Class 3 General
Unsecured Claims under the First Amended Plan by the disbursing
agent, at which point the deferred amounts will be paid in full to
the extent of the remaining 30% of each dollar of any additional
net proceeds -- GUC 30%.  If, on the Final Distribution Date, the
GUC 30% is not sufficient to enable a liquidating trustee to pay
the Professional Fee Shortfall in full, then the unpaid
Professional Fee Shortfall of each Main Professional will be paid
out of the GUC 30% pro rata in the proportion that each Main
Professional's unpaid Professional Fee Shortfall bears to the
total unpaid Professional Fee Shortfall.  Any portion of the
Professional Fee Shortfall remaining unpaid after the Final
Distribution Date and the exhaustion of the GUC 30% will be deemed
to have been waived.

Under the terms of the agreement, the Debtors, the Committee and
PNC have agreed that, in return for its agreement to conclude the
administration of the Debtors' estates notwithstanding the
imposition of the Fee Cap, K&L Gates will be entitled to recover,
on a contingent fee basis, for affirmative recoveries -- other
than vehicle or real estate sales, utility deposits, accounts
receivable recovered without litigation and the Committee's
litigation against the Debtors' prepetition secured first lien
lenders -- expressly including the security deposit posted by
Brown Media Corporation, obtained by the Debtors or their estates
from and after Feb. 18, 2011.

According to the Debtors, due to the unanticipated length and
complexities of their cases, K&L Gates and the other Main
Professionals have already incurred fees and expenses in excess of
the Fee Cap.  Although K&L Gates has agreed to complete the
administration of the case subject to the Fee Cap, the Debtors,
the First Lien Lenders and the Committee have agreed that an
alternative arrangement is necessary and appropriate to compensate
K&L Gates for the legal work that it performs on behalf of the
Debtors and their estates in obtaining affirmative recoveries for
the benefit of the estates creditors.

K&L Gates has proposed to be compensated on a contingent fee basis
with respect to the affirmative recoveries that it obtains on
behalf of the Debtors or their estates with respect to matters K&L
Gates elects to take on, as follows:

     (a) For preference actions pursuant to 11 U.S.C. Sec. 547,
K&L Gates would charge contingent fees with respect to affirmative
recoveries in the amount of (i) 17% of all gross collections on
cases settled prior to the filing of a complaint, (ii) 26% of all
gross collections recovered after commencement of suit and at
least 31 days before the earlier of (x) a scheduled trial and (y)
the initial scheduled return date of a motion for a default or
summary judgment and (iii) 30% of all gross collections recovered
after commencement of suit and less than 31 days before the
earlier of (x) a scheduled trial or (y) the initial scheduled
return date of a motion for a default or summary judgment.

     (b) For all other claims including, without limitation, all
avoidance actions pursuant to Chapter 5 of the Bankruptcy Code
other than preference actions pursuant to 11 U.S.C. Sec. 547, and
all other claims and causes of action, if any, K&L Gates would
charge contingent fees with respect to affirmative recoveries in
the amount of (i) 20% of all gross collections on cases settled
prior to the filing of a complaint, (ii) 29% of all gross
collections recovered after commencement of suit and more than
61days before the earlier of (x) a scheduled trial and (y) the
initial scheduled return date of a motion for a default or summary
judgment and (iii) 33% of all gross collections recovered after
commencement of suit and less than 61 days before the earlier of
(x) a scheduled trial or (y) the initial scheduled return date of
a motion for a default or summary judgment.

In the event preference and non-preference claims are asserted
against the same defendant, the contingent fee on all claims,
including preference claims, would be charged at the rate
applicable to non-preference claims.  Disbursements would be paid
directly by the Debtors estates or any liquidating trust
established pursuant to a Chapter 11 plan of liquidation that is
confirmed by the Court, or upon invoice, regardless of recovery,
and would not be subject to any contingency or level of recovery.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, serve as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.  On Sept. 3, 2010, the
Debtors completed the sale of substantially all of their assets.
Brown Publishing sold most of its assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about $21.8
million.  Brown Publishing's New York newspaper group, Dan's
Papers Inc., was sold to Dan's Papers Holdings LLC for about
$1.8 million.


BUDGET CONSTRUCTION: Case Summary & 23 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Budget Construction Co., Inc.
        9960 NW 116 Way, Suite 6
        Medley, FL 33178

Bankruptcy Case No.: 11-25999

Chapter 11 Petition Date: June 9, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Robert C. Meyer, Esq.
                  ROBERT C MEYER PA
                  2223 Coral Way
                  Miami, FL 33145
                  Tel: (305) 285-8838
                  Fax: (305) 285-8919
                  E-mail: meyerrobertc@cs.com

Scheduled Assets: $653,000

Scheduled Debts: $1,055,724

A list of the Company's 23 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-25999.pdf

The petition was signed by Miguel Jimenez, president.


CCS CORP: S&P Rates $675MM Senior Unsecured Notes at 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Calgary, Alta.-based oilfield service company
CCS Corp.'s (B/Stable/--) proposed $675 million senior unsecured
notes. The notes will be issued in a mix of U.S. and Canadian
currencies, the proportion of each still to be determined.

"We assigned an issue rating on the notes of 'CCC+' (two notches
below the corporate credit rating on CCS), and a '6' recovery
rating, indicating our expectation of negligible (0%-10%) recovery
in the event of default. The company will use the proceeds to
repurchases CCS' existing senior and subordinated notes," S&P
said.

"The ratings on CCS reflect our view of the company's aggressive
debt leverage, participation in the competitive and cyclical
oilfield services market, and reliance on its customers'
outsourcing requirements," said Standard & Poor's credit analyst
Aniki Saha-Yannopoulos. The ratings also incorporate the company's
market position in western Canada, relative stability in its
operating margins, and good diversification throughout its
businesses.

Ratings List
CCS Corp.
Corporate credit rating B/Stable/--

Rating Assigned
$675* million senior unsecured notes  CCC+
Recovery rating                      6

*The notes will be issued in a mix of U.S. and Canadian
currencies.


CAESARS ENTERTAINMENT: John Payne Elected President of ESS
----------------------------------------------------------
John W. R. Payne was elected as President of Enterprise Shared
Services while also retaining his current responsibilities as
Central Division President.

Mr. Payne, 42, became Caesars Entertainment Corporation's Central
Division President in January 2007.  Before becoming Central
Division President, Mr. Payne served as Atlantic City Regional
President from January 2006 to December 2006, Gulf Coast Regional
President from June 2005 to January 2006, Senior Vice President
and General Manager-Harrah's New Orleans from November 2002 to
June 2005 and Senior Vice President and General Manager-Harrah's
Lake Charles from March 2000 to November 2002.

Mr. Payne continues to be employed pursuant to the terms of his
employment agreement with Caesars Entertainment Operating Company,
Inc. effective as of Feb. 28, 2008.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.  Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service.  It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.

As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2.  CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term.  The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years.  Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.

The Company's balance sheet at March 31, 2011, showed $28.40
billion in total assets, $26.84 billion in total liabilities and
$1.56 billion in total stockholders' equity.


CAMP ARROWHEAD: Principals Protected by Chapter 11 Plan
-------------------------------------------------------
WestLaw reports that a bankruptcy court had subject matter
jurisdiction to enjoin, via the third-party injunctions included
in a confirmed Chapter 11 plan, the prosecution of claims against
the debtor's limited and general partners for actions related to
the management of the debtor which were taken during the debtor's
bankruptcy case.  The court also had subject matter jurisdiction
to enjoin actions that belonged to the bankruptcy estate, so as to
limit their pursuit to the estate or its proper successors.  In re
Camp Arrowhead, Ltd., --- B.R. ----, 2011 WL 1060298 (Bankr. W.D.
Tex.).

A copy of the Honorable Leif M. Clark's Memorandum Decision dated
Mar. 18, 2011, is available at http://is.gd/eGfgx9from
Leagle.com.

Camp Arrowhead, Ltd., owned approximately 650 acres of real
property located in Hunt, Tex., and agreed on Apr. 15, 2009 to
sell the property to Coolwater, LLC, for $6,500,000.  On Apr. 20,
2009, Glenn and Suzanne Youngkin offered to purchase the property
for $6,750,000, and Camp Arrowhead accepted the higher offer and
terminated its deal with Coolwater.  Coolwater sued in Texas state
court for specific performance.

On Nov. 30, 2009, Camp Arrowhead sought bankruptcy protection
(Bankr. W.D. Tex. Case No. 09-54693).  Coolwater unsuccessfully
argued that the filing was in bad faith or for an illegitimate
purpose, and the Bankruptcy Court declined Coolwater's invitation
to dismiss the bankruptcy proceeding.  Camp Arrowhead then sought
and obtained authority from the Bankruptcy Court to sell the
property to the Youngkins.  The Bankruptcy Court approved the
sale, finding that the Youngkins were good faith purchasers, and,
on Mar. 2, 2010, Camp Arrowhead closed the sale of the property
pursuant to the sale order.  After the sale was consummated, the
Debtor filed a disclosure statement and liquidating plan, and, on
May 21, 2010, the Bankruptcy Court confirmed the Debtor's Plan.


CAR WASH: Creditors' Meeting Set for June 17
--------------------------------------------
A meeting of creditors of Car Wash Resources, L.P., be held on
June 17, 2011 at 2:30 p.m.  The meeting will be held at:
2000 E. Spring Creek Parkway, Plano, Texas.

Creditors are required to file their proofs of debt by Sept. 15,
2011.  Governmental entities are required to submit their proofs
of claim by Dec.  4, 2011.

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.
In its schedules, the Debtor disclosed $4,847,900 in assets and
$5,699,500 in liabilities.


CARIBBEAN PETROLEUM: Obtains Approval of Settlement with U.S.
-------------------------------------------------------------
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 it entered with the
United States Government.

The Settlement Agreement resolves claims and alleged liabilities
arising under several environmental laws asserted by the federal
government, as well as alleged obligations arising under
environmental law with respect to the Debtors' former petroleum
terminal location in Bayamon, Puerto Rico and certain service
stations owned or leased by the Debtors.

Specifically, the agreement provides for:

   (a) the allowance of the U.S. Government's general unsecured
       claims for costs and penalties for $18,725,130;

   (b) the allowance of the U.S. Government's administrative
       expense claims for costs and penalties for $8,200,000;

   (c) the Debtors' agreement, memorialized in a separate
       stipulation, to fund the Tank Asset Reserve Fund for
       $850,000;

   (d) the resolution and satisfaction of the Debtors' obligations
       to perform work pursuant to the 1995 Administrative Order
       on Consent and the 2010 Unilateral Administrative Order for
       Removal Activities under the Clean Water Act; and

   (e) the covenant by the U.S. not to file a civil action or to
       take any administrative or other civil action against the
       Debtors to (i) recover response costs or obtain injunctive
       relief with respect to the Facility pursuant to the
       Comprehensive Environmental Response, Compensation and
       Liability Act; or (ii) to obtain civil penalties with
       respect to the 2010 UAO violations related to the Facility
       alleged in the U.S. Government's Claims.

                     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.


CARPENTER CONTRACTORS: Wants Additional 60 Days to File Plan
------------------------------------------------------------
Carpenter Contractors of America, Inc., and its debtor affiliates
ask the U.S. Bankruptcy Court for the Southern District of Florida
to extend for an additional 60 days their exclusive period to file
a plan of reorganization.

The Debtors need more time to finalize their projections and other
significant data based upon postpetition operations.  The Debtors
add that the additional time will facilitate their ability to file
a confirmable plan.

The Debtors related that they have resolved the issues with their
primary secured lender, First American Bank both as to final terms
for use of cash collateral and debtor-in-possession lending, well
as the parameters of plan treatment.

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., serves as the Debtors'
bankruptcy counsel, and Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, serve as special counsel.  GlassRatner Advisory &
Capital Group, LLC, led by Thomas Santoro, is the Debtors' as
financial advisor, and Scott L. Spencer, CPA and Crowe Horwath,
LLP is the Debtors' accountant for audit work.  Carpenter
Contractors disclosed $42,900,573 in assets and $25,861,652 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CARPENTER CONTRACTORS: Wants 60 Day Extension to Decide on Leases
-----------------------------------------------------------------
Carpenter Contractors of America, Inc., and its debtor affiliates
ask the U.S. Bankruptcy Court for the Southern District of Florida
to extend for an additional 60 days their time to accept and
reject unexpired leases of non-residential real property.

The Debtors explain they need more time to assess and to make a
decision as to which leasehold interests they will need to retain
as part of their reorganization and which leasehold interests may
be rejected in furtherance of the Debtors' rehabilitative efforts.

The Debtors are parties to prepetition leases with:

   1. Donald L. Thiel for the use of non-residential real
      properties located at 941 SW 12th Ave., Pompano Beach,
      Florida; 3900 Ave. G., NW, New Haven, Florida; 190 Gills
      Hill Road, Fayetteville, North Caronina; and 2340 Newburg
      Road, Belvidere, Illinois.

   2. FLA Owner, LLC for the use of non-residential real property
      located at 9950 Princess Palm Ave., Tampa, Florida.

   3. WL Properties for the use of non-residential real property
      located at 2160 and 2162 Andrea Lane, Ft. Myers, Florida.

                   About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., serves as the Debtors'
bankruptcy counsel, and Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, serve as special counsel.  GlassRatner Advisory &
Capital Group, LLC, led by Thomas Santoro, is the Debtors' as
financial advisor, and Scott L. Spencer, CPA and Crowe Horwath,
LLP is the Debtors' accountant for audit work.  Carpenter
Contractors disclosed $42,900,573 in assets and $25,861,652 in
liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.


CHINA INTEGRATED: Receives Nasdaq Notice to Deny Stay of Delisting
------------------------------------------------------------------
China Integrated Energy, Inc. disclosed that the Nasdaq Stock
Market has denied the Company's request to extend the stay of
delisting of China Integrated Energy's stock pending the Company's
scheduled hearing on June 30, 2011.  As a result, the Company's
shares will be suspended from trading at the opening of business
on June 15, 2011.

The Nasdaq Hearings Panel notes that this suspension may be lifted
after the hearing if the Panel, based on a broad review of all of
the facts and arguments by the Company and staff, disagrees with
Nasdaq Staff's assessment that public interest concerns warrant
delisting, and grants an exception to the filing requirement.

China Integrated Energy securities are quoted under the symbol
CBEH.PK on OTC Pink of the OTC Markets Group Inc.

                    About China Integrated

China Integrated Energy, Inc. --
http://www.chinaintegratedenergy.com-- is a leading non-state-
owned integrated energy company in China engaged in three business
segments: the production and sale of biodiesel, the wholesale
distribution of finished oil and heavy oil products, and the
operation of nine retail gas stations.  The Company operates at
200,000-ton biodiesel production capacity within two plants
located in Tongchuan, Shaanxi province, and one plant in
Chongqing, China.  The Company utilizes a distribution network
covering 16 provinces and municipalities, established over the
past 11 years, to distribute both heavy oil and finished oil,
including gasoline, petro-diesel, and biodiesel.


COLLECTIVE BRANDS: S&P Affirms 'B+' CCR; Outlook Revised to Stable
------------------------------------------------------------------
Standard & Poor's Rating Service revised its outlook on Topeka,
Kan.-based Collective Brands Inc. to stable from positive. "The
outlook revision reflects the recent weak top-line performance and
margin erosion, and indicates that we do not expect an upgrade
within the next 12 months," S&P said.

"At the same time, we raised the issue-level rating on the
company's senior secured term loan B to 'BB' from 'BB-' and
revised the recovery rating on the debt to '1' from '2'. The '1'
recovery rating indicates our expectation of very high (90%-100%)
recovery in the event of a payment default. The upgrade of the
senior secured debt results from significant term loan repayment
over the past year," S&P said.

Additionally, S&P affirmed all other ratings on the company,
including the 'B+' corporate credit rating.

"The ratings on Collective Brands reflect our expectation that
there is unlikely to be any meaningful improvement in credit
metrics over the next 12 months," said Standard & Poor's credit
analyst David Kuntz, "based on our analysis that performance is
likely to deteriorate modestly over the near term." This reflects
persistently high unemployment and an increase in commodity costs,
which is likely to result in weakness at the company's core
Payless Domestic segment.

"Collective Brands' credit protection metrics have remained
relatively in line with recent levels," added Mr. Kuntz, "and we
expect that there is unlikely to be any meaningful improvement
over the next 12 months."


COLUMBIA OFFICES: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Columbia Offices, Inc.
        P.O. Box 701556
        Tulsa, OK 74170

Bankruptcy Case No.: 11-11642

Chapter 11 Petition Date: June 10, 2011

Court: U.S. Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Scott P. Kirtley, Esq.
                  RIGGS, ABNEY, NEAL, TURPEN, ORBISON
                  502 West 6th Street
                  Tulsa, OK 74119-1010
                  Tel: (918) 587-3161
                  E-mail: skirtleyattorney@riggsabney.com

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

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

The petition was signed by Mark W. Swadener, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Quest Elevator                     Elevator Maintenance     $8,020
2488 E. 81st Street, Suite 365
Tulsa, OK 74137

Affiliate that previously filed Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Pecan Properties, Inc.                11-10323            02/18/11


CONRAD BURNETT: Foreclosed Property Not Protected by Stay
---------------------------------------------------------
Under Virginia law, WestLaw reports, a Chapter 11 debtor lost his
interest in his real property, at the earliest, when the hammer
fell at the foreclosure sale and a memorandum of sale to the
highest bidder was executed and, at the latest, when the
substitute trustee's deed to the highest bidder was recorded.
Therefore, the debtor had no interest in the property when he
filed his bankruptcy case after both of these events had occurred,
and the automatic stay did not apply to the property.  In re
Burnett, --- B.R. ----, 2011 WL 2214667 (Bankr. W.D. Va.) (Krumm,
J.).

Conrad Prentiss Burnett filed a chapter 11 petiton (Bankr. W.D.
Va. Case No. 11-50057) on Jan. 18, 2011.


COSTA DORADA: Creditors Meeting Rescheduled for July 11
-------------------------------------------------------
Wigberto Lugo Mender, attorney for Costa Dorada Apartments Corp.,
dba Villas De Costa Dorada, disclosed that the a continuance of
the meeting of creditors pursuant to 11 U.S.C. Section 341 set for
June 17, 2011 at 1:00 p.m. has been re-scheduled for July 11,
2011, at 1:00 p.m.

The meeting will be held at

   Edificio Ochoa
   Calle Tanca
   Comercio, Piso 1,
   San Juan, P.R.

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

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

                About 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.


CREDITRON FINANCIAL: Trustee Has Until Sept. 15 to File Sale Plan
-----------------------------------------------------------------
Ed Palatella at Erie Times-News reports that John Melaragno, the
court-approved trustee for the company that operates Telatron
Marketing Group Inc., has received from the bankruptcy court more
time to develop a final bankruptcy plan, which will include a
sale, until Sept. 15, 2011.

Chief U.S. Bankruptcy Judge Thomas Agresti in December approved
the appointment of Melaragno as trustee for Creditron Financial
Corp., which does business as Telatron, 1545 W. 38th St.

The report says Creditron's owners, Alfred D. Covatto and his
wife, Joyce M. Covatto, failed to come up with a reorganization
plan to pay Creditron's debts.  So Judge Agresti had Mr. Melaragno
take control of the 441-employee Telatron and ready it for a sale
at a public auction in Bankruptcy Court.

Erie Times-News says money from a sale will go to Creditron's
creditors, including the Internal Revenue Service, which Creditron
owes $1.7 million in withholding taxes, according to a report
submitted to Agresti in December.

Mr. Melaragno said he has been working with a number of
prospective buyers, and plans to submit a motion outlining a
prospective sale in several weeks.  The sale will occur this
summer, with its results made part of the final bankruptcy plan.

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


DAMON PURSELL: Court Confirms Reorganization Plan
-------------------------------------------------
Judge Jerry Venters of the U.S. Bankruptcy Court for the Western
District of Missouri has confirmed Damon Pursell Construction's
Second Amended Chapter 11 Plan of Reorganization.

The Plan, as amended, provides that with respect to secured
creditors, beginning 30 days after the confirmation of the Plan,
the Debtor will make monthly payments of interest and principal
based upon a 5-year amortization schedule, with "annual skips"
from March through May, with interest accruing at the current
prime rate plus 2% -- 5.25%, to remain fixed for the duration of
the loan.

As to unsecured creditors, starting 30 days after the Plan has
been confirmed, the Debtor will make a monthly payment until the
balance has been paid in full.

Holders of equity interests will retain their interests in the
shares of stock in the Reorganized Debtor equal to the number of
shares of stock held in Debtor prepetition.

A full-text copy of the Second Amended Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?75fb

                 About Damon Pursell Construction

Kansas City, Missouri-based Damon Pursell Construction Company
owns and operates the Rockridge Quarry, which sells crushed rock
and rip rap products for road construction and other construction
projects.  The Quarry is located at 9001 Hickman Mills Drive, in
Kansas City, Missouri.  The Debtor also owns a construction
business that provides grading, excavation, utility and other
miscellaneous construction services.  Michael Pursell owns 100% of
the Company.

Damon Pursell filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Mo. Case No. 10-44965) on Sept. 15, 2010.  Thomas G. Stoll,
Esq., at Dunn & Davison, LLC, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$18,458,000 in assets and $11,981,801 in liabilities as of the
Petition Date.


DELTATHREE INC: Receives $250,000 from D4 Holdings
--------------------------------------------------
On March 3, 2011, each of deltathree, Inc., Delta Three Israel,
Ltd., and DME Solutions, Inc., entered into the Third Loan and
Security Agreement with D4 Holdings, LLC, on March 2, 2011,
pursuant to which D4 Holdings provided to the Deltathree Entities
a line of credit in a principal amount of $1,600,000.

On June 9, 2011, deltathree, Inc., received $250,000 from D4
Holdings pursuant to a notice of borrowing under the Loan
Agreement.

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

The Company's balance sheet at March 31, 2011, showed
$1.86 million in total assets, $4.44 million in total liabilities,
and a   stockholders' deficit of $2.58 million.

As reported in the TCR on March 23, 2011, Brightman Almagor Zohar
& Co., in Tel Aviv, Israel, expressed substantial doubt about
deltathree, Inc.'s ability  to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that of the Company's recurring losses from operations and
deficiency in stockholders' equity.


DESERT OASIS: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Desert Oasis Apartments, LLC filed with the U.S. Bankruptcy Court
for the Northern District of Nevada, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property                $6,500,000
B. Personal Property           $11,567,567
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $3,076,716
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $17,215
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $17,197,384
                               -----------             -----------
      TOTAL                    $18,067,242             $20,291,316

                  About Desert Oasis Apartments

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

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  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.


DOLLAR GENERAL: Moody's Reviews Ba3 Ratings for Possible Upgrade
----------------------------------------------------------------
Moody's Investors Service placed Dollar General Corporation's Ba3
Corporate Family and Probability of Default ratings on review for
possible upgrade along with the company's senior secured term loan
and senior subordinated note ratings. The B1 rating on Dollar
General's senior unsecured notes was affirmed. Dollar General has
an SGL-1 Speculative Grade Liquidity rating.

The review for possible upgrade reflects Dollar General's
announcement that it intends to redeem its $839 million senior
unsecured notes due on their first call date in July 2011, a
portion of which will is expected to be funded from the company's
existing cash balance. As a result, debt/EBITDA, currently at
about 3.5 times, could trend toward 3.0 times, well below the
leverage target required for a higher rating. Also considered is
the continuation of Dollar General's solid operating performance.

Ratings placed on review for possible upgrade:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

$1.451 billion senior secured term loan B1 due 2014 at Ba2 (LGD 3,
31%)

$512 million senior secured term loan B due 2014 at Ba3 (LGD 4,
55%)

$451 million senior subordinated notes due 2017 at B2 (LGD 6, 93%)

Rating affirmed and to be withdrawn upon its full repayment:

$839 million 10.625% senior unsecured notes due 2015 at B1 (LGD 5,
76%)

Moody's review will focus on how much of the announced redemption
of the senior unsecured notes will be funded with excess cash
versus borrowings under Dollar General's asset based revolving
credit facility. The review for possible upgrade will also focus
on Dollar General's expectations for future financial performance
and the company's store expansion plans.

The ratings review will also consider the financial policy of
Dollar General's majority owner -- Kohlberg, Kravis and Roberts
-- as it related to Dollar General's long-term leverage profile.
The degree of any rating upgrade could be limited by KKR's
controlling interest in the company. Despite Moody's view that KKR
has applied a balanced and prudent financial policy with respect
to Dollar General, KKR could consider re-leveraging the company at
some point in the future.

The principal methodology used in rating Dollar General was the
Global Retail Industry Methodology, published in December 2006.
Other methodologies uses include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, owns and operates value general merchandise stores
throughout the U.S. Annual revenues currently exceed $13 billion.


DOMINION CLUB: Aims to Resolve Dispute With Landlord via Mediation
------------------------------------------------------------------
Michael Schwartz at Richmond BizSense reports that the owners and
members of a bankrupt Henrico golf and country club went into
mediation in an attempt to resolve the six-month dispute over the
club's future.

According to the report, the fight over the Dominion Club began in
January, when the club filed for Chapter 11 bankruptcy protection
after it was faced with a $1.7 million tab of initiation deposit
refunds due to about 100 members.  Another $10 million in such
deposits is due down the road.

Then in April, the creditors committee, made up of Dominion Club
members, filed a suit in federal bankruptcy court seeking
$11.6 million from the various owner-entities, all tied to local
developer HHHunt, Richmond BizSense relates.  But those entities
maintain that refunding those millions are not their obligation
and that the task falls the club itself, which is a separate legal
entity.  They asked in late April that the suit be thrown out.

Dominion Club LC and its landlord Loch Levan Land, both of which
are tied to HHHunt, filed the motion to seek mediation a few weeks
back.  The creditors committee agreed.  So this week a federal
judge is sitting down with the parties and trying to work out the
issues.

The mediation judge is Frank Santoro, a Hampton Roads-based
federal judge famous for presiding over Michael Vick's high
profile bankruptcy.  The mediation will take place at the downtown
offices of LeClairRyan.

At issue are the terms of the lease that the club pays to Loch
Levan.  The members of the creditors committee argue that the
monthly rent is too high and is part of why the club has never
been profitable, the report says.

The report relates that Hunt would like to retain ownership of the
club, as it is a centerpiece and key marketing tool of the
company's real estate developments in the giant Wyndham community.

The details of the mediation meeting will be confidential.  If an
agreement is reached during the process, the details would be
presented to the bankruptcy court for approval.  If a resolution
cannot be reached through mediation, a two-day trial is set for
Dec. 1 and Dec. 2 at the U.S. Courthouse downtown.

                      About The Dominion Club

The Dominion Club, L.C., filed for Chapter 11 protection (Bankr.
E.D. Va. Case No. 11-30187) in Richmond, Virginia, on Jan. 11,
2011.  Christian K. Vogel, Esq., and Vernon E. Inge, Jr., Esq., at
Leclairryan, in Richmond, serves as counsel to the Debtor.  In its
bankruptcy petition, the Debtor estimated its assets in the
$1 million to $10 million range and liabilities in the $10 million
to $50 million range.


DUCOMMUN INC: S&P Lowers Rating on $250MM Credit Facility to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Ducommun Inc.'s now $250 million proposed secured credit
facility to 'BB-' from 'BB'. "We also revised the recovery rating
to '2' from '1'. The downgrade reflects our expectations of lower
recovery prospects in a simulated default scenario due to an
increase in the proposed revolver to $60 million from $40 million.
The credit facility also contains a $190 million secured term
loan, which is unchanged. Our other ratings, including the 'B+'
corporate credit rating on Ducommun, are not affected. The company
plans to use the proceeds from the term loan and $200 million of
unsecured notes to fund the pending acquisition of LaBarge Inc.,"
S&P said

The ratings on Carson, Calif.-based Ducommun reflect the company's
high leverage, integration and other risks associated with the
proposed acquisition, pressures on defense spending, and modest
size compared with some competitors. Positive credit factors
include relatively good program and customer diversity for its
size. S&P assessed the firm's business risk as weak and financial
risk as aggressive.

Ratings List

Ducommun Inc.
Corporate credit rating                 B+/Stable/--

Downgraded; Recovery Rating Revised
                                        To                 From
Ducommun Inc.
$250 mil sec cred fac                  BB-                BB
  Recovery rating                       2                  1


DRISCOLL LLC: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Driscoll, LLC
        16740 McGregor Blvd
        Fort Myers, FL 33908

Bankruptcy Case No.: 11-11105

Chapter 11 Petition Date: June 9, 2011

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

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Ste. B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.com

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

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

A list of the Company's eight largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-11105.pdf

The petition was signed by William R. Jarvis, managing member.


DYNAMIC BUILDERS: Orange County Opposes Plan Confirmation
---------------------------------------------------------
The Orange County Tax Collector asserts that Dynamic Builders,
Inc.'s First Amended Reorganization Plan fails to provide for
payment of the County's secured tax claims.  "This oversight
compels denial of confirmation," the Tax Collector contends.

The claims are for secured property taxes owed by the Debtor on
two parcels of real property in Orange County for tax years 2006
through 2010.

The County says it will not consent to the Plan unless the Plan
provides for full payment of its amended claim -- that is payment
for a $456 secured claim over a period of not more than five years
at 18% interest.

                      The Chapter 11 Plan

The Plan proposed by the Debtor provides that allowed
administrative claims will be paid on the Effective Date of the
Plan, and allowed priority tax Claims will be paid in full within
5 years of the Petition Date.

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

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

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

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

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

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

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

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

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

                   About Dynamic Builders Inc.

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

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

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

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

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


E-DEBIT GLOBAL: Commences Nationwide Point of Sales
---------------------------------------------------
E-Debit Global Corporation commences nationwide point of sale
(POS) sales, marketing and processing rollout in conjunction with
joint venture partners, Capital Six Corporation, and Great West
ATM/POS.

"With the transition of our Westsphere Systems Inc. (SWITCH) to
Digital from Analog, we are now in a position to expand our sales,
marketing and processing to include Point of Sale deployment,"
stated Doug Mac Donald President & CEO.

While the implementation of POS Processing is anticipated to take
the next several months the rollout of the Company's sales and
marketing with joint venture partners has commenced.

"The addition of the nationwide Point of Sale will expand the
development and reach of our E-Debit Card product program and
enhance our move to expand aggressively through our domestic and
international marketing program which will be announced shortly,"
added Mr. Mac Donald.

                 About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

The Company reported a net loss of $1.15 million on $3.97 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $1.28 million on $3.64 million of revenue during the
prior year.

                           Going Concern

The Company has incurred net losses for the three months ended
March 31, 2011, and 2010, and as of March 31, 2011, had a working
capital deficit of $1,429,007 and an accumulated deficit of
$400,956.  These conditions raise substantial doubt as to the
Company's ability to continue as a going concern.

As reported by the TCR on April 15, 2011, Cordovano and Honeck
LLP, in Englewood, Colorado, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company has suffered recurring losses, has a working capital
deficit at Dec. 31, 2010, and has an accumulated deficit of
$4,457,079 as of Dec. 31, 2010.

The Company's balance sheet at March 31, 2011, showed $1.67
million in total assets, $2.07 million in total liabilities and a
$400,956 total stockholders' deficit.


EAST CHICAGO: Rebuilding Staff, Emerging From Bankruptcy
--------------------------------------------------------
Mark Taylor at Post-Tribune reports that the East Chicago
Community Health Center is rebuilding its medical staff and
patient base and emerging from bankruptcy.

According to the report, the center is improving its financial
condition while repaying its debts and incurring costly
bankruptcy-related financial audits and attorney fees.  But health
center Executive Director Dwayne Mitchell said the center turned a
slight profit for 2010 the first time in years and expects to
increase its profit in 2011.

In January 2010 the center, which serves a poor and uninsured
population of thousands in economically depressed East Chicago,
filed for Chapter 11 bankruptcy protection from creditors.  In its
bankruptcy filings in U.S. District Court in Hammond, the center
declared liabilities of $5.1 million and assets of $2.3 million.
It lost more than $2 million between 2005 and 2009, according to
the center's IRS 990 tax forms, the tax forms filed by tax-exempt
organizations.  It reported $6.3 million in revenue in 2008, but
lost $724,627.

The report says the center hired Mitchell, former chief operating
officer for the Chicago Family Health Center, who brings more than
20 years of public health, hospital and health-care management
experience to the position in June 2010.

New Chief Financial Officer Tiffany Robertson said the new
financial recovery program resulted in a $50,000 profit in 2010
and she predicts a bigger one in 2011.

Based in East Chicago, Indiana, East Chicago Community Health
Center Inc. filed for Chapter 11 bankruptcy protection (Bank. N.D.
Ind. Case no. 10-20074) on Jan. 12, 2010.  Judge J. Philip
Klingeberger presides over the case.  Gordon E. Gouveia, Esq.,
represents the Debtor.  The Company disclosed assets of
$2,312,673, and total debts of $5,126,624.


EFD LTD: U.S. Trustee Unable to Form Committee
----------------------------------------------
The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against EFD, Ltd have expressed interest
in serving on a committee.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.

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.


ELZA CONSTRUCTION: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Elza Construction LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Kentucky, its schedules of assets and
liabilities, disclosing:

  Name of Schedule            Assets             Liabilities
  ----------------            ------             -----------
A. Real Property             $1,330,000
B. Personal Property        $13,858,510
C. Property Claimed as
   Exempt
D. Creditors Holding                              $2,347,162
   Secured Claims
E. Creditors Holding                                $298,347
   Unsecured Priority
   Claims
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $3,797,824
                              -----------        -----------
      TOTAL                   $15,188,510         $6,443,334

Based in East Bernstadt, Kentucky, Elza Construction LLC, aka Elza
Reclamation, filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case
No. 11-60689) on May 10, 2011.  Judge Joseph M. Scott, Jr.,
presides over the case.  Maxie Higgason, Esq., at Higgason Law
Office, serves as bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Paul Elza, the
owner.  Mr. Elza was designated by the Court as the Debtor's
representative.


ELZA CONSTRUCTION: Court OKs Maxie Higgason as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized Elza Construction LLC, aka Elza Reclamation, to hire
Maxie Higgason, Esq., as bankruptcy counsel.

Mr. Higgason will be employed under a general retainer.

Mr. Higgason attests that he represents no interest adverse to the
Debtor or the estate in matters upon which he is to be engaged.

Based in East Bernstadt, Kentucky, Elza Construction LLC, aka Elza
Reclamation, filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case
No. 11-60689) on May 10, 2011.  Judge Joseph M. Scott, Jr.,
presides over the case.  Maxie Higgason, Esq., at Higgason Law
Office, serves as bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.


ELZA CONSTRUCTION: U.S. Trustee Unable to Form Committee
--------------------------------------------------------
The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Elza Construction LLC have
expressed interest in serving on a committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

Based in East Bernstadt, Kentucky, Elza Construction LLC, aka Elza
Reclamation, filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case
No. 11-60689) on May 10, 2011.  Judge Joseph M. Scott, Jr.,
presides over the case.  Maxie Higgason, Esq., at Higgason Law
Office, serves as bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Paul Elza, the
owner.  Mr. Elza was designated by the Court as the Debtor's
representative.


ENDOSCOPY CENTER: Medical Insurance Policy Not Estate Property
--------------------------------------------------------------
WestLaw reports that chapter 11 debtor-medical services providers
had no equitable interest in the proceeds of their medical
professional liability policy, which thus were not property of the
debtors' bankruptcy estates.  The debtors had no claims to the
proceeds paid by the insurer for covered claims, which were paid
directly to the victims of the debtors' wrongful acts, and the
debtors could not ask the insurer to distribute the proceeds to
them or determine how the proceeds were to be distributed.
Moreover, creditors could not seize the policy proceeds from the
insurer to satisfy claims that were outside the scope of the
policy's coverage, and the size of the debtors' estates remained
unchanged by any payments of policy proceeds, even though the
underlying claim base against the estates was affected.  In re
Endoscopy Center of Southern Nevada, LLC, --- B.R. ----, 2011 WL
2184387 (Bankr. D. Nev.).

Endoscopy Center of Southern Nevada, Gastroenterology Center of
Nevada, LLP, Desert Shadow Endoscopy Center, LLC and Endoscopy
Center of Southern Nevada II, LLC, filed bankruptcy petitions
(Bankr. D. Nev. Case Nos. 09-22780, 09-22776, 09-22784 and 10-
10470), and Chief Judge Mike Nakagawa presides over the cases.


EVANS OIL: Can Tap $1 Million DIP Financing From Naples Lending
---------------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Evans Oil Company LLC,
et al., to obtain debtor-in-possession financing from Naples
Lending Group, L.C., to fund ongoing working capital needs of
Debtors, and pay fees and expenses owed to the DIP Lender.  The
DIP Financing consists of a total DIP Facility of $1,000,000
secured by a first priority lien on 19 titled vehicles and a first
priority lien on the 12 titled vehicles.

Judge Adams orders that the interest is set at a fixed rate of
7.75% per annum, payable monthly in arrears, provided that in no
event will default interest exceed 24%.  In no event will the
payment to establish and fund the Interest Reserve payable exceed
a further payment of $19,375 in addition to the $19,375 authorized
under the Interim Order.

The DIP Obligations will be due and payable six months after the
date of the initial funding of the DIP Facility.

                        About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP as bankruptcy counsel serve
as bankruptcy counsel to the Debtors.  Garden City Group Inc. is
the claims and notice agent.  The Parkland Group Inc. is the
restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.


EVERGREEN SOLAR: Amends Master Supply Agreement with Wagner
-----------------------------------------------------------
Evergreen Solar, Inc., entered into an amendment to its master
supply agreement, originally entered into on June 18, 2008, with
Wagner & Co Solartechnik GmbH, on June 9, 2011, upon receipt of
the executed amendment from Wagner.  As previously disclosed, the
Company began negotiating modifications to this supply agreement
with Wagner as a result of the shutdown of the Company's Devens,
Massachusetts facility and in light of deteriorating solar module
selling prices.  These changes are also an important step towards
allowing the Company to focus on its previously disclosed strategy
to develop and market an industry standard sized wafer using its
proprietary, low-cost silicon wafer manufacturing technology.

Pursuant to the amendment, the supply agreement, which provides
the general terms and conditions for sales of the Company's solar
modules to Wagner, was amended to decrease Wagner's mandatory
purchase requirements for 2011 from 35 MWp to 11.5 MWp and for
2012 from 50 MWp to 0 MWp.  Wagner still expects to purchase 25
MWp of solar modules from the Company in 2012 but neither Wagner
nor the Company is committed to any purchases or sales after 2011.
Pricing for sales under the supply agreement continues to be
determined on an ad hoc basis despite the terms of the supply
agreement which originally contemplated fixed prices for products
during different periods covered by the agreement.

                       About Evergreen Solar

Evergreen Solar, (NasdaqCM: ESLR) --
http://www.evergreensolar.com/-- develops, manufactures and
markets String Ribbon(R) solar power products using its
proprietary, low-cost silicon wafer technology.

The Company's balance sheet at April 2, 2011, showed $373,972,000
in assets, $455,506,000 in total liabilities, and a stockholders'
deficit of $81,534,000.

As reported in the TCR on May 17, 2011, Evergreen Solar, Inc.,
incurred a $33.4 million net loss in its fiscal first quarter and
said that it has hired financial and legal advisors to actively
evaluate restructuring alternatives.

The Company said its near-term liquidity has been negatively
impacted as a result of its low year-to-date sales volume and
potentially slower sales for the remainder of this year combined
with expected increased pricing pressure.  Furthermore, cash to be
realized through the reduction in accounts receivable and
inventory from the recently closed Devens facility will be less
than previously expected and will take longer than expected to
realize.  Accordingly, the Company believes it will need to secure
additional sources of cash sooner than expected and has retained
financial and legal advisors to actively evaluate restructuring
alternatives.


EZENIA! INC: Khoa Nguyen Resigns as CEO & Chairman of the Board
---------------------------------------------------------------
Khoa D. Nguyen resigned as the Chief Executive Officer, Chairman
of the Board of Directors and a member of the Board of Directors
of Ezenia! Inc., effective immediately.  Mr. Nguyen indicated that
pursuant to paragraph 2.1 of his employment contract and severance
agreement, he felt that there was a systematic diminution of his
role as Chief Executive Officer and Chairman of the Board due
directly to explicit acts of the Board of Directors.

On June 9, 2011, Ezenia! Inc. appointed Larry Snyder as Interim
President and Chief Executive Officer of the Company, responsible
for the day-to-day operations and performance of the Company and
adding these responsibilities to his Board seat.  Mr. Snyder was
appointed to the Board in June 2010.  In this new position, Mr.
Snyder will report to the Board of Directors.  Mr. Snyder resigned
from his position as a member of the Audit Committee and
Compensation Committee in connection with this appointment.

In connection with his appointment Mr. Snyder will receive a base
salary of $10,000 per month.

Larry Snyder, age 60, has been a Class I Director of the Company
since June 2010.  Mr. Snyder is the Managing Director and
principal, Quinault Capital, LLC privately held investment banking
and consulting firm.  Prior to co-founding Quinault Capital, Mr.
Snyder was managing director at CRT Capital an investment banking
firm based in Connecticut.  His investment experience spans a
total of 34 years in financial management, which includes 4 years
at Merrill Lynch, 24 years at Refco, and 2 years at Pali Capital.
At Refco, he directed the implementation of corporate and union
pension securities in excess of $100 billion.  Refco's Pension
Investment Monitoring and Evaluation Services portfolios were $400
million to $20 billion in asset size.  He previously served on the
Washington State University's Business School Board for over 15
years and Eton Technical Institute's Board of Directors for 12
years.  His professional licenses include Series 3, 6, 7, 24, 26
and 63.  Mr. Snyder majored in finance at Montana State University
and at Washington State University.

On June 9, 2011, Ezenia! Inc. appointed Samuel A. Kidston as
Chairman of the Board of Ezenia! Inc.  Mr. Kidston was appointed
to the Board in January 2011.

On June 9, 2011, the Board of Directors of Ezenia! Inc.
unanimously approved the recommendation by the Nominating
Committee and appointed Paul D. Sonkin and Donald C. Jones to
serve as a Class I and a Class II Director of the Company,
effective immediately.  Mr. Sonkin was also appointed to the Audit
Committee.

There are no family relationships between Mr. Sonkin and Mr. Jones
and any of our directors or executive officers.  There is no
arrangement or understanding between Mr. Sonkin and Mr. Jones and
any other person pursuant to which he was selected as a director,
nor is the Company aware of any related person transaction or
series of transactions required to be disclosed under the rules of
the Securities and Exchange Commission.

Mr. Sonkin and Mr. Jones will each receive a stock option grant of
35,000 shares of which 7,000 shares are immediately exercisable
and 7,000 shares that will vest each year for the next four years.

                         About Ezenia! Inc.

Nashua, New Hampshire-based Ezenia! Inc. (OTC BB: EZEN)
-- http://www.ezenia.com/-- develops and markets products that
enable organizations to provide technically advanced high-quality
group communication to commercial, governmental, consumer and
institutional users.

The Company's balance sheet at March 31, 2011, showed $3.2 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $92,000.

The Company reported a net loss of $2.8 million on $2.7 million of
revenue for 2010, compared with a net loss of $3.4 million on
$3.5 million of revenue for 2009.

As reported in the TCR on April 11, 2011, McGladrey & Pullen, LLP,
in Boston, Mass., expressed substantial doubt about Ezenia! Inc.'s
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
had recurring losses, and negative cash flows from operations and
has limited existing resources available to meet 2011 commitments.


FIRST CAROLINA: Board Approves Proposal to Liquidate Trust
----------------------------------------------------------
Bill Murphy at citybizlist reports that the board of First
Carolina Investors Inc. has approved a management proposal to
dissolve the company, agreeing that liquidation would best serve
the interests of stockholders.

The Company disclosed in an SEC filing that the board, at a
meeting on June 10, directed that the liquidation plan be
submitted for approval at a special shareholders' meeting
scheduled for Sept. 21, citybizlist says.

Citybizlist recounts the board had in February asked management to
contact outside counsel to explore options to liquidate the
company.

First Carolina Investors, Inc. is a close-ended business trust.
The firm invests in the public equity and fixed income markets of
the United States. It makes its investments in the securities of
companies operating across diversified sectors. The firm primarily
invests in common and preferred stocks and debentures. First
Carolina Investors was founded in 1971 and is based in Fort Mill,
South Carolina.


FIRST COMMUNITY: Common Stock Delisted from NASDAQ Capital Market
-----------------------------------------------------------------
First Community Bank Corporation Of America notified the U.S.
Securities and Exchange Commission regarding the removal from
listing or registration of its common stock, $0.05 par value per
share, under the NASDAQ Capital Market.

                     About First Community Bank

Pinellas Park, Fla.-based First Community Bank Corporation of
America owns all of the outstanding common stock of First
Community Bank of America and First Community Lender Services,
Inc. ("FCLS").  The Company's primary business activity is the
operation of the Bank.  The Bank is a federally-chartered stock
savings bank providing a variety of banking services to small and
middle market businesses and individuals through its four banking
offices located in Pinellas County, two banking offices in Pasco
County, three banking offices located in Charlotte County, and two
offices located in Hillsborough County, Florida.  FCLS had minimal
activity during the three months ended March 31, 2011, and 2010.

The Company's balance sheet at March 31, 2011, showed
$452.31 million in total assets, $426.72 million in total
liabilities, and stockholders' equity of $25.59 million.

On Feb. 10, 2011, the Company and First Community Bank of America
entered into an Acquisition Agreement with CBM Florida Holding
Company and Community Bank & Company, under which the Bank will be
merged with and into Community Bank & Company, and the Company
will transfer to CBM Holdings all of the shares of First Community
Lender Services, Inc.  Under the terms of the Acquisition
Agreement, the Company will receive $10 million in cash at
closing.

The Company's Board of Directors, in connection with entering into
the Acquisition Agreement, approved a plan of complete liquidation
and dissolution for the holding company.  The Plan was approved by
the holders of a majority of the outstanding shares of common
stock of the Company at a special shareholders meeting held for
April 11, 2011.  Final regulatory approvals were received on
May 10, 2011.  It is presently anticipated the transactions will
be consummated on May 31, 2011.  Following the consummation of the
transactions, the Company will be required to wind up of all of
its business and distribute thereafter to its common stockholders
all of its remaining cash, such distributions will take place
towards the end of 2011.

As reported in the TCR on April 6, 2011, Hacker, Johnson & Smith
PA, in Tampa, Fla., expressed substantial doubt about First
Community Bank Corporation of America's ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that of the Company's recent and
continuing increases in non-performing assets, increases in
provisions for loan losses, declining net interest margin,
continuing high levels of non-interest expenses related to
the credit problems and eroding regulatory capital.


FIRSTFED FINANCIAL: Dispute With FDIC Halts Plan Confirmation
-------------------------------------------------------------
American Bankruptcy Institute reports that confirmation of
FirstFed Financial Corp.'s liquidation plan has been held up due
to a dispute with the Federal Deposit Insurance Corp.

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
December 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.


FISHER CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fisher Corporation
        10011 SE Division, Suite 312
        Portland, OR 97266

Bankruptcy Case No.: 11-35135

Chapter 11 Petition Date: June 10, 2011

Court: U.S. Bankruptcy Court
       District of Oregon

Debtor's Counsel: James Ray Streinz, Esq.
                  MCEWEN GISVOLD LLP
                  1100 SW 6th Avenue, #1600
                  Portland, OR 97204
                  Tel: (503) 226-7321
                  E-mail: rays@mcewengisvold.com

Scheduled Assets: $1,700,389

Scheduled Debts: $7,354,891

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/orb11-35135.pdf

The petition was signed by Howard Fisher, president.


FISHER ISLAND: Ch. 11 Examiner Taps Mesirow as Financial Advisor
----------------------------------------------------------------
James S. Feltman, the appointed examiner in the involuntary
Chapter 11 cases of Fisher Island Investments, Inc., Mutual
Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc., asks
the U.S. Bankruptcy Court in Miami for permission to retain
Mesirow Financial Consulting LLC, as his financial advisor and
investigators.

MFC will, among other things:

   -- investigate the ownership composition of the alleged Debtor,
      and investigate who are their actual and duly authorized
      representatives and attorneys;

   -- examine the promissory notes and other documentation
      (including guarantees, forbearance agreements and demand
      notices) upon which the petitioning creditors rely to allege
      their claims, the makes of such promissory notes, the
      makers' execution of the promissory notes, the payees
      thereof, and the overall propriety and authenticity of the
      promissory notes; and

   -- examine the assignments of the promissory notes, the parties
      thereto, and the execution thereof, and the overall
      propriety of the assignments.

Subject to Court approval, the examiner agreed to compensate MFC
for professional services rendered at its normal hourly rates
after allowance of a 10% discount.  MFC has not received a
retainer or prepayment from the examiner.

The hourly rates of MFC's personnel are:

         Senior Managing Director/
         Managing Director and Director            $775 - $825
         Senior Vice President                     $665 - $725
         Vice President                            $565 - $625
         Senior Associate                          $465 - $525
         Associate                                 $285 - $395
         Paraprofessional                          $145 - $240

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

                       About Fisher Island

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

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases of the Debtors.


FORESTAR REAL ESTATE: Moody's Withdraws 'B1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn this rating because the
proposed notes were not issued.

These ratings were withdrawn:

Forestar (USA) Real Estate Group Inc -- corporate family rating at
B1; prospective senior secured debt rating at (P) B1.

The last rating action with respect to Forestar was on May 31,
2011, when the proposed notes were assigned a (P) B1 rating and
the corporate family rating of B1 was also assigned.

The principal methodology used in this rating was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Forestar Group Inc. [NYSE: FOR] is a real estate and natural
resources company headquartered in Austin, TX. It owns directly or
through joint ventures approximately 219,000 acres of real estate
located in 9 states and 12 markets and about 604,000 net acres of
mineral interests. At March 31, 2011, Forestar reported total
assets of $795 million and total equity of $513 million.


GARY PHILLIPS: Wants to Sell Dunham Circle Property
---------------------------------------------------
Phillips Construction, LLC, is seeking court authority to sell a
real property commonly known as 85 Dunham Circle, Johnson City,
Tennessee.

The Debtor's sale request proposes a 5% real estate commission
equal to $8,995, to be divided equally between the ostensible
listing agent, Barbara Harkleroad, and the alleged buyer's agent,
Karla Phillips.  Both realtors are employees and/or agents of
Crye-Leike Realtors.

Subsequently, Regions Bank filed an objection to the Debtor's
request to the extent that the request impermissibly proposes
compensation of Karla Phillips, who is an officer and insider of
the Debtor.

Regions Bank notes that Ms. Phillips is the secretary of the
Debtor and the wife of Gary Phillips, the owner of the Debtor.
Accordingly, as an officer and insider of the Debtor, she is
barred from employment from the estate and may not divert funds
for her benefit that would otherwise some into the Debtor's
estate, Regions Bank contends.

                 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.


GENUINE AMERICAN: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Genuine American Hospitality, Inc.
        dba Sleep Inn
        2200 Northlake Pkwy, Suite 277
        Tucker, GA 30084

Bankruptcy Case No.: 11-32758

Chapter 11 Petition Date: June 9, 2011

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  HAGOOD, TARPY & COX PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  E-mail: ltarpy@htandc.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 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tneb11-32758.pdf

The petition was signed by Melton Harrell, president.


GREAT ATLANTIC: Court OK Additional Tasks of PWC as Tax Advisors
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized The Great Atlantic &
Pacific Tea Company, Inc., et al., to expand the scope of
employment and retention of PricewaterhouseCoopers LLP.

PwC is providing these additional tax services:

   i) analyze tax consequences of the proposed reorganization,
      including estimating the amount of COD income, quantifying
      the potential effect of such COD income on the Debtors' NOLs
      and other tax attributes and identifying potential
      limitations that may be imposed upon remaining tax
      attributes;

  ii) review intercompany debt and consider tax implications of
      maintaining or eliminating such debt;

iii) determine the tax basis in assets, including the stock of
      Debtor subsidiaries; and

  iv) prepare a model that illustrates relevant tax consequences
      of proposed alternative restructuring plans, including the
      effects of available tax elections.

As reported in the Troubled Company Reporter on Feb. 28, 2011, as
auditor and tax advisor, PwC is expected to:

  (1) perform an integrated audit of the consolidated financial
      statements of A&P at Feb. 26, 2011, and for the year
      then ending, and of the effectiveness of A&P's internal
      control over financial reporting as of February 26, 2011;

  (2) perform incremental review procedures for the quarter
      ended Dec. 4, 2010; audit procedures for the 2010
      consolidated financial statement audit; and audit
      procedures associated with the Debtors' application of
      fresh start accounting;

  (3) review A&P's unaudited consolidated quarterly financial
      statements for each of the three quarters in the year
      ending Feb. 26, 2011;

  (4) provide tax consulting services including advice, answers
      to questions or opinions on tax planning or reporting
      matters;

  (5) provide advice or assistance with respect to matters
      involving the Internal Revenue Service or other tax
      authorities on an as-needed or as-requested basis;

  (6) provide technical assistance with respect to the
      utilization of A&P's net operating losses and other tax
      attributes;

  (7) provide consulting services with respect to state and
      local taxes;

  (8) provide accounting method consulting services including
      identifying effective income tax accounting methods that
      A&P may have the opportunity to elect, change or adopt as
      well as recommending available opportunities to mitigate
      future tax exposures; and

  (9) assess tax issues in connection with the potential
      dissolution of foreign entities.

PwC will be paid based on the kind of services it will provide
pursuant to the various engagement letters and statements of work
it executed with the Debtors.

The Debtors intend to pay PwC for services rendered under the
engagement letter dated July 26, 2010, in accordance with the
estimated "fixed fee" of $2.345 million.

For tax consulting services rendered pursuant to the engagement
letter dated Aug. 21, 2008, and statement of work dated July 15,
2010; accounting method consulting services rendered pursuant
to the statement of work dated Jan. 27, 2010; and the services
provided pursuant to statements of work dated Oct. 13, 2010, and
Jan. 19, 2011, the hourly rates of PwC are:

  Professionals                    Hourly Rates
  -------------                   -------------
  NTS Partner/Senior
    Managing Director              $890 - $995
  Partner                          $600 - $650
  Managing Director                $585 - $630
  NTS Director/Manager             $550 - $640
  Directors/Managers               $375 - $485
  NTS Senior Associate             $390 - $430
  Senior Associates/Staff          $175 - $275

The hourly rates that will be charged for services rendered
pursuant to the statement of work dated Jan. 19, 2011, are:

  Professionals                    Hourly Rates
  -------------                   -------------
  Partner                             $650
  Managing Director                   $630
  Director                            $485
  Manager                             $380
  Staff                               $210

Meanwhile, the hourly rates for services rendered pursuant to the
first amendment to the PwC Audit Engagement Letter dated February
11, 2011, are:

  Professionals                    Hourly Rates
  -------------                   -------------
  Partner                          $825 - $995
  Managing Director                $585 - $995
  Director                             $675
  Senior Manager                   $505 - $740
  Manager                          $400 - $415
  Senior Associate                 $245 - $300
  Associate                        $140 - $225

In a declaration, Kenneth Sharkey, a partner at PwC, in New York,
assured the Court that his firm is a "disinterested person"
as that term is defined under Section 101(14) of the Bankruptcy
Code.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Great Atlantic has signed a new supply and logistics agreement
with C&S Wholesale Grocers, which contract will be effective when
the Debtor emerges from bankruptcy.

The Debtor sold 12 Super-Fresh stores at an auction.  Thirteen
other locations didn't attract buyers at auction, and these
locations are expected to close mid-July.


HARRISBURG, PA: State Agency Files Plan to Stave Off Bankruptcy
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Pennsylvania state agency
outlined a plan Monday to steer the deeply indebted city of
Harrisburg toward recovery by streamlining services, downsizing
government and increasing certain property taxes if necessary

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg voted 5-2 on Sept. 28, 2010, to
seek professional advice on bankruptcy or State oversight.
Harrisburg needed state aid to avoid default on $3.3 million of
bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HATHAWAY ENTERPRISES: Gives Up on Chapter 11 Reorganization
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation dismissing the Chapter 11 case of Hathaway
Enterprises, Inc., on Sept. 15, 2011, with a 180-day bar against
re-filing.

The stipulation between Debtor and Soto Development, LLC, provides
for relief from stay, dismissal of the case, and settlement of
claims.  Soto is the Debtor's only creditor and it is owed more
than $12 million on a loan that originally came due in
January 2009.

Soto will also have relief from stay as to the Debtor's property.

In its motion, Soto has asked that the Court dismiss the Debtor's
Bankruptcy case because it is impossible for the Debtor to confirm
any plan, and because the Debtor's bankruptcy petition was filed
in bad faith.

Soto Development is represented by:

        LOEB & LOEB LLP
        Lance N. Jurich, Esq.
        Benjamin R. King, Esq.
        Derrick Talerico, Esq.
        10100 Santa Monica Boulevard, Suite 2200
        Los Angeles, CA 90067-4120
        Tel: (310) 282-2000
        Fax: (310) 282-2200
        E-mail: ljurich@loeb.com
                 bking@loeb.com
                 dtalerico@loeb.com

Los Angeles, California-based Hathaway Enterprises, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-17426) on Feb. 22, 2011.  Vincent S. Kim, Esq., at the
Law Offices of Vincent S. Kim & Associates, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets
at $10 million to $50 million.  The Debtor disclosed $20,105,315
in assets and $11,552,248 in liabilities as of the Chapter 11
filing.


HSN INC: Moody's Affirms 'Ba1' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service raised HSN, Inc.'s Speculative Grade
Liquidity rating to SGL-1 from SGL-2. The company's Ba1 Corporate
Family and Probability of Default ratings and Baa2 secured bank
loan rating were affirmed. The rating outlook is stable.

The upgrade of HSN's Speculative Grade Liquidity rating to SGL-1
indicates very good liquidity and is largely the result of the
company's escalating cash balances along with Moody's expectation
that the HSN will maintain this high cash balance in the
foreseeable future. HSN's cash on hand as of March 2011 was $344
million, up from around $270 million as of the end of 2009. The
increase in cash is primarily due to the company's stronger than
expected free cash flow generation which in turn was fueled by a
rapid recovery in profitability. In particular, the company's
Cornerstone operations have shown improved performance as spending
by higher income households recovered from low levels in the
recent recession.

Going forward, Moody's expects HSN to continue to generate
positive free cash flow of around $100 million, reflecting its
improved earnings, offset by expectations the company will invest
in working capital to support higher sales levels. Moody's also
anticipates HSN will maintain healthy cash balances though could
use a portion to reduce debt or to fund modest share repurchases
or acquisitions.

Also supporting the SGL-1 rating is the company's access to a $150
million committed revolving credit facility, which Moody's expects
will remain largely undrawn, along with the expectation that HSN
will maintain significant headroom under the financial covenants
contained in its secured credit agreements.

The affirmation of HSN's Ba1 Corporate Family Rating reflects its
well recognized presence in TV based retailing, and low leverage.
Debt/EBITDA is currently below 2 times. Constraining the ratings
is the discretionary nature of a significant portion of its
products which has resulted in above average volatility in its
earnings, and the company's position within a limited niche inside
of the retailing industry.

Ratings affirmed and LGD assessments amended where applicable:

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

$70 million secured term loan due July 2013 at Baa2 (LGD 2, 19%)

$150 million secured revolving credit facility due July 2013 at
Baa2 (LGD 2, 19%)

$240 million unsecured notes due August 2016 at Ba2 (to LGD 4, 69%
from LGD 5, 70%)

Rating upgraded:

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

The principal methodology used in rating HSN, Inc. 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.

Please see ratings tab on the issuer/entity page on Moodys.com for
the last rating action and the rating history.

HSN, Inc., headquartered in St Petersburg, FL, is a television,
internet, and catalog retailer which sells primarily through its
"HSN" cable television channel and internet site. HSN also
operates a multi-brand portfolio of catalog and e-commerce sites
for home and apparel lifestyle brands through its Cornerstone
segment. Annual revenues are approximately $3 billion.


IMG WORLDWIDE: Moody's Assigns 'Ba2' Rating to Credit Facility
--------------------------------------------------------------
Moody's Investors Service assigned IMG Worldwide Inc.'s proposed
$350 million Senior Secured Credit facilities (consisting of a 5-
year $300 million Term Loan B and a 4.5-year $50 million Revolver)
Ba2 (LGD-2, 13%) ratings. Proceeds from the transaction will be
used to refinance the company's existing Term Loan B due 2015
(approximately $297.9 million outstanding as of March 31, 2011)
and currently undrawn $50 million Revolver due 2014. The new
facility will extend maturities on both tranches by about 1 year
and is expected to result in modest interest expense savings for
IMG of around $5 million annually. The new facility allows for an
Incremental facility of $75 million which can be used for
additional acquisitions, general corporate purpose, equity
buybacks, dividends, and to repay Holdco Subordinate debt. In
addition, an amendment to the Credit Agreement allows the company
to add back operating expenses of joint ventures up to $10 million
in the calculation of Consolidated EBITDA and increase the debt
acquisition basket from $100 million to $150 million. The
company's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) remain unchanged at B2 (along with the Stable
Outlook)

Issuer: IMG Worldwide, Inc.

   -- New $300 million Senior Secured Term Loan B due 2016,
      Assigned Ba2 (LGD-2, 13%)

   -- New $50 million Senior Secured Revolver due 2015, Assigned
      Ba2 (LGD-2, 13%)

Issuer: IMG Worldwide, Inc

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B2

   -- $300 million ($297.9 million outstanding) Senior Secured
      Term Loan B due 2015, Ba2 (LGD-2, 13%) (To be withdrawn upon
      close of new facility)

   -- $50 million Senior Secured Revolver due 2014, Ba2 (LGD-2,
      13%) (To be withdrawn upon close of new facility)

RATINGS RATIONALE

The B2 CFR reflects the company's high leverage (7.8x for 2010
including Moody's standard adjustments and excluding stock
compensation expense), the substantial amount of add backs
included in the calculation of Management and covenant EBITDA,
sensitivity to corporate advertising and marketing spending, and
its effort to refocus the business on higher margin/faster growing
business segments. Moody's is particularly concerned by the large
number of add backs to Management EBITDA in 2009 and 2010. The
potential for a decline in influence from Chairman and CEO Ted
Forstmann due to illness is also a concern in Moody's opinion. The
4.5% Holdco Subordinated notes held by an investment fund
controlled by the equity owner begin to mature in 2015 and could
be refinanced by higher yielding debt in the public markets.
Moody's expects the majority of the cash generated going forward
will be reinvested into the company, used to refinance
subordinated debt, or used to make Stock Appreciate Rights (SAR)
payments to key executives beginning in 2013. As Forstmann Little
made the initial investment in 2004, there is an increased
likelihood that the sponsor may look to exit its investment in the
firm. The B2 CFR rating is supported by IMG's cash balance of $132
million as of March 31, 2011, strong market position as a leader
in sports, entertainment and media production and distribution,
the company's diversified revenue stream, and global geographic
presence. IMG also may benefit from recent cost savings
initiatives and its recent acquisition in the college sports
business which Moody's believes could be a source of growth going
forward. Joint ventures in Brazil, India, and China have the
potential to offer substantial growth opportunities to IMG over a
long term horizon that could become a source of strength in future
years.

The stable outlook reflects Moody's expectation that IMG's
operating performance will show improvement in 2011 and the number
of add backs to EBITDA will decline to more reasonable levels
going forward. The outlook also assumes that IMG will maintain a
good liquidity profile and will refrain from large debt financed
acquisitions or cash distributions to shareholders that would
increase leverage or reduce its liquidity position

What Could Change the Rating -- UP

A rating upgrade in the near term is unlikely given the high
leverage levels and add backs to calculated Management EBITDA.
Upward rating pressure could occur if leverage were to decline
below 4x (using Moody's standard adjustments) on a sustained basis
from a capital markets transaction or rapid growth in EBITDA on an
unadjusted basis.

What Could Change the Rating -- Down

A failure to grow EBITDA and reduce total leverage more in line
with the current rating of the mid to low 6x range would put
downward pressure on the ratings. Continued large add backs in
2011 to calculated Management EBITDA would likely lead to a
downgrade. Debt financed acquisitions or cash distributions to
equity holders that increased leverage or impaired its liquidity
position would also put downward pressure on the ratings. In
addition, an increase in the level of senior secured debt relative
to subordinated debt in the capital structure could put pressure
on the Ba2 facility rating of the bank facility.

IMG'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 IMG's core industry and
believes IMG'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.

IMG Worldwide, Inc. is a sports, entertainment and media
organization, with approximately 3,000 employees, and over 60
offices in nearly 30 countries. IMG is a diversified global
business owned by Forstmann Little, with three major business
segments: IMG Sports & Entertainment, IMG College and IMG Media.
The company distributes television and media rights, organizes
sports and cultural events, and manages franchises. Annual
revenues approximate $1.25 billion LTM through March 31, 2011



IMH FINANCIAL: Closes $50 Million Funding with NWRA Ventures
------------------------------------------------------------
IMH Financial Corporation entered into and closed funding of a $50
million senior secured convertible loan with NWRA Ventures I, LLC,
on June 7, 2011.  The Company had previously entered into a
commitment letter with respect to the contemplated loan.

IFC may pay a quarterly distribution to the Company's common
stockholders not to exceed 1% of the Company's current book value
per share (currently approximately $0.03 per share, per quarter or
$0.12 annually) over the next eight quarters.  The Company
currently expect to commence payment of the first such
distribution after the quarter ending June 30, 2011, to be paid in
July 2011, but the declaration and amount of any such future
dividend will be subject to the availability of legally
distributable funds, the discretion of our board of directors and
restrictions to pay dividends under the loan agreement.

In addition to the $50 million of senior convertible debt, IFC
currently intends to register a $10 million rights offering with
the SEC that would allow current stockholders the opportunity to
purchase notes with similar economic terms to the convertible loan
with NW Capital.  If commenced, IFC stockholders as of the record
date of the rights offering will receive additional information
about the details of the rights offering after required regulatory
approvals have been obtained.

If NW Capital chooses to exercise its conversion option under the
loan documents, it will be deemed to beneficially own
approximately 5.2 million shares of the Company's common stock,
equivalent to approximately 23.7% of the Company's common stock.
As a result of the deferred interest elections on the loan or PIK
dividends on the Series A preferred stock, and assuming (i) no
future issuances of securities to any person, including notes in
the rights offering to existing stockholders, and (ii) no further
acquisitions of shares by NW Capital or its affiliates, through
the exercise of preemptive rights or otherwise, it is possible
that NW Capital's beneficial ownership could increase to
approximately 7.1 million shares of our common stock, or
approximately 30% of the Company's common stock, in five years.

In connection with the loan agreement, the Company has also
entered into a registration rights agreement pursuant to which NW
Capital is provided with certain demand and other registration
rights to cause, after the Company's securities are listed on a
national securities exchange, the Series A preferred stock and
common stock issuable upon conversion of the Series A preferred
stock to be registered under the Securities Act of 1933, subject
to certain exceptions, conditions and limitations.

The Company has entered into a separate consulting agreement with
Juniper Capital Partners, LLC, dated June 7, 2011, pursuant to
which the Company and Infinet Securities, LLC, are engaging
Juniper Capital to perform a wide variety of services.  Juniper
Capital is required to devote substantially all of its business
time, energy and skill to the consulting services on an
approximate allocable basis of 50% to us and 50% to Infinet,
subject to certain exceptions.

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

                        http://is.gd/AyOYpy

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.

The Company reported a net loss of $117.04 million on
$3.75 million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $74.47 million on $22.52 million of
total revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $227.39
million in total assets, $31.43 million in total liabilities and
$195.96 million in total stockholders' equity.

As reported by the TCR on April 20, 2011, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses and is not
currently generating sufficient cash flows to sustain operations.


INTERNATIONAL ENERGY: U.S. Trustee Taps 3-Member Creditors' Panel
-----------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, under 11
U.S.C. SEC 1102(a) and (b), appointed the following unsecured
creditors who are willing to serve on the Official Committee of
Unsecured Creditors of International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC.

The Creditors Committee members are:

     1. Dudley and Smith, P.A.
        Steven Opheim, Attorney
        *Chairperson
        2602 U.S. Bank Center
        101 E. 5th Street, Suite 2602
        St. Paul, MN 55101
        Tel: (651) 291-1717
        Fax: (651) 223-5055
        E-mail: sopheim@dudleyandsmith.com

      2. Combustion and Control Engineering, Inc.
         Lynn Pauly, Office Manager
         2447 W. 64th Street
         Excelsior, MN 55331
         Tel: (651) 488-5518
         Fax: (952) 470-0747
         E-mail: lynnpauly@hotmail.com

      3. Sheff and Sons Engineering
         6250 West Toles Road
         Eaton Rapids, MI 48827
         Tel: (517) 719-2212
         Fax: (517) 663-0979
         E-mail: b.sheff@uts-residuals.com

                        About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $13,154,805 in assets and $15,862,937 in liabilities as
of the Chapter 11 filing


JARMA INC: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jarma, Inc.
        16740 McGregor Blvd.
        Fort Myers, FL 33908

Bankruptcy Case No.: 11-11104

Chapter 11 Petition Date: June 9, 2011

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

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Ste. B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.com

Estimated Assets: $0 to $50,000

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/flmb11-11104.pdf

The petition was signed by William Jarvis, president.


JEFFERSON COUNTY, ALA: Cuts Budget, Approves Big Layoffs
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Jefferson County, Ala.,
commissioners voted to cut the county's current budget by $12.3
million, including "significant" layoffs across all departments,
in an effort to keep the debt-laden county functional, an official
said.

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.

Jefferson County is trying to restructure $3.2 billion in sewer
debt.  A bankruptcy by Jefferson County stands to be the largest
municipal bankruptcy in U.S. history.  It could beat the record of
$1.7 billion set by Orange County, California in 1994.

In September 2010, Alabama Circuit Court Judge Albert Johnson
named John S. Young Jr. LLC as receiver for the sewer system.


J.S. WESTON'S: Cairns Cove Acquires Resort for $7.7 Million
-----------------------------------------------------------
Michael Braga at Herald-Tribune reports that Weston's Fish N' Fun
resort, a fixture on Manasota Key since the 1950s, has been sold.
According to the report, Cairns Cove LLC, a Venice company managed
by James F. Asselstine, purchased the 56-room complex for $7.7
million.  The property includes about five acres of Gulf and Lemon
Bay waterfront property on the southern end of Manasota Key.  The
seller was Deborah L. Weston, daughter of the business' founder.

Englewood, Florida-based J.S. Weston's, Inc., filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-27273) on
Nov. 11, 2010.  Rodney L. Salvati, Esq., who has an office in
Venice, Florida, represents the Debtor.  The Company disclosed
$12,882,561 in assets and $8,945,052 in liabilities as of the
Chapter 11 filing.

The Hon. David H. Adams in June granted the motion of the United
States Trustee for the dismissal of J.S. Weston's, Inc.'s
Chapter 11 case.  Neither the Debtor nor a representative for the
Debtor nor counsel for the Debtor appeared at the hearing.


K-RAM INC: Court Registry Funds Became Estate Property
------------------------------------------------------
Pursuant to a debtor's strong-arm powers as a Chapter 11 debtor-
in-possession, WestLaw reports, the funds which remained in a
court registry from the $50,000 that had been deposited therein to
bond around a lien, after the debtor settled its tort action
against the third-party lienholder, became estate property due to
the assignee's failure to file the financing statement required,
under New Mexico's version of the Uniform Commercial Code, to
perfect its interest in the debtor's commercial tort claim before
the debtor filed its bankruptcy case.  It did not matter whether
the debtor and the assignee had intended to create a security
interest in the tort claim.  In re K-Ram, Inc., --- B.R. ----,
2011 WL 1100295 (Bankr. D. N.M.).

A copy of the Honorable James S. Starsynsky's Memorandum Opinion
dated Mar. 22, 2011, is available at http://is.gd/59TPQXfrom
Leagle.com.

Roofing and general construction contractor K-Ram, Inc., dba K-
Ram, K-Ram Roofing & Construction, and K-Ram Roofing, sought
chapter 11 protection (Bankr. D. N.M. Case No. 09-10708) on Feb.
24, 2009.  The Debtor is represented by William F. Davis, Esq., in
Albuquerque, N.M.  At the time of the filing, the debtor estimated
its assets and debts at more than $1 million and less than $10
million.


KB HOME: Fitch Affirms IDR at 'BB-'; Outlook to Negative
--------------------------------------------------------
Fitch Ratings has affirmed its ratings for KB Home (NYSE: KBH),
including the company's Issuer Default Rating (IDR) at 'BB-'. The
Rating Outlook has been revised to Negative from Stable.

The ratings affirmation reflects the company's healthy liquidity
position and modestly stronger prospects for the housing sector
this year. The ratings also reflect the successful execution of
KBH's business model and marketing prowess. The ratings take into
account the company's current primary exposure to entry-level and
to a lesser degree first-step trade-up housing (the deepest
segments of the market), its leadership role in constructing
energy efficient homes, its reemphasis of the value-engineered
Open Series of home designs, its conservative building practices,
effective utilization of return on invested capital criteria as a
key element of its operating model, its capital structure and the
still challenging U.S. housing environment.

The revision in the Outlook to Negative from Stable reflects the
company's underperformance relative to its peers in certain
operational categories during recent quarters in an admittedly
harsh housing environment, its current over-exposure to the credit
challenged entry level market, and the upcoming cash flow
pressures resulting from the on-going problems of the South Edge
LLC bankruptcy.

Recent macroeconomic housing statistics (new and existing home
sales, single-family housing starts) have been weak and
disappointing, especially during the month of February. Although
March statistics showed some improvement, April data eased again
for starts and existing home sales. However, there is a seasonal
pick-up in the spring orders compared to the winter. The public
builders have reported clear improvement in traffic. In certain
markets selling incentives appear to be rising, to the
disadvantage of near-term margins, although new home prices are
relatively stable. The public homebuilders were generally
unprofitable in the calendar first quarter (excluding non-cash
real estate charges) and revenues trailed year-ago levels. Builder
comparisons are also challenging during the second quarter of 2011
and then ease in the third and fourth quarters. If the economy
continues its advance and a moderate number of jobs are added,
macroeconomic housing metrics should, for the most part, rise at a
low single-digit pace this year and at a low double-digit pace in
2012.

KBH employs what it labels as the KBnxt operational business
model. This strategy includes regular detailed product preference
surveys, primarily acquisition of developed and entitled land in
markets with high growth potential, generally commencement of
construction of a home only after a purchase contract has been
signed, establishment of an even-flow production, pricing homes to
compete with existing homes, and utilizing design centers to
customize homes to the preferences of home buyers. Also, KBH
strives to be among the top five builders or, in very large
markets, top 10 homebuilders in order to have access to the best
land and subcontractors.

In 2011, KBH has reemphasized marketing of the 'Open Series'
product designs which have been value engineered to reduce
production costs and cycle times, enabling the company to more
effectively compete on price with existing homes in the current
market. Also, KBH is one of a handful of public builders
aggressively marketing energy efficient homes as a way of
differentiating its homes from other builders' product and
existing homes for sale.

The company maintains a 5.7-year supply of lots (based on last 12
months deliveries), 76.5% of which are owned and the balance
controlled through options. (The options share of total lots
controlled is down sharply over the past five years as the company
has written off substantial numbers of options.)

KBH's most recent credit metrics, while improving in certain
cases, remain stressed. Debt to capitalization was 76.8% as of
Feb. 28, 2011, up slightly from 73.8% a year ago. Net debt to
capitalization was 65.2%, up from 58.0% as of Feb. 28, 2010. Debt
to EBITDA, excluding real estate impairments, was 14.9 times (x)
and was 18.6x at the end of the 2010 first quarter. Funds from
operations (FFO) adjusted leverage was 21.1x at the conclusion of
the 2011 first quarter and 8.3x a year earlier. Interest coverage
was 1.0x in the 2011 first quarter and 0.8x for the 2010 first
quarter, while FFO interest coverage was 0.7x in the 2011 first
quarter, down from 2.0x the prior year. The gross inventory turn
has moderated year-over-year from 0.9x to 0.7x during the 2011
first quarter. The sales value of backlog represented 20% of
construction debt at the conclusion of the 2011 first quarter.

The company reported $164.9 million negative cash flow from
operations during the first quarter of 2011. On a latest 12-months
(LTM) basis, cash flow from operations was a negative $317.1
million. For all of fiscal 2011, Fitch expects KBH to be cash flow
negative, as the company continues to rebuild its land position.
The company is likely to spend a similar amount on land and
development this year as it did in 2010 ($550 million).

As the housing cycle continues its jaw-toothed recovery, creditors
should benefit from KBH's solid financial flexibility supported by
unrestricted cash and equivalents of $735.8 million as of Feb. 28,
2011. Also, relatively liquid inventory of homes, lots and
improvements in production totaling $1.34 billion provides
comfortable coverage for construction debt of $1.70 billion. KBH
terminated its revolving credit facility, effective March 31,
2010; $99.85 million of senior notes mature in August 2011, and
then the next maturity ($249.54 million) is not until February
2014.

As of Feb. 28, 2011, KBH had an investment of $50.2 million in
eight active unconsolidated joint ventures (JVs). These JVs have
no debt. However, in the first quarter of 2011, KBH took
significant charges related to its South Edge LLC (Las Vegas) JV.
As a result of the Feb. 3, 2011 court decision confirming the
involuntary bankruptcy of the JV, KBH determined that its
investment in the JV was no longer recoverable and it recognized a
charge of $54 million to write off the related amount on the
balance sheet. Also, the company recorded an obligation to cover
KBH's estimate of the probable amount it will pay to lenders if it
cannot offset or defend against the enforcement of the Springing
Guaranty. The obligation relating to the Springing Guaranty is
partially offset by an amount equal to the current estimated fair
value of the South Edge land. In connection with recording the
probable obligation, KBH took a charge of approximately $22.8
million in the 2011 first quarter. Excluding the estimate of KBH's
share of the probable amount due for a related arbitration award,
which is separately reserved, this leaves a liability of $137
million relating to the South Edge JV on the balance sheet as of
Feb. 28, 2011. At present, the $212 million accrued as an
obligation for South Edge plus the monies associated with the
ultimate arbitration award are potential cash negatives in 2012.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Fitch has affirmed these ratings for KBH and revised the Rating
Outlook to Negative:

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

   -- Senior unsecured debt at 'BB-'.


KGME, INC: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: KGME, Inc.
        4820 Bacon Road
        San Antonio, TX 78249

Bankruptcy Case No.: 11-52061

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  E-mail: dwgreer@sbcglobal.net

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

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

The petition was signed by J. Abel Godines, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ester Ellen Holdings, Ltd.         Loan                 $1,400,000
4820 Bacon Road
San Antonio, TX 78249


KIEBLER RECREATION: Thompson Hine Withdraws as Bankruptcy Counsel
-----------------------------------------------------------------
Thompson Hine LLP, asks the U.S. Bankruptcy Court for the District
of Ohio for permission to withdraw as bankruptcy counsel for
Kiebler Recreation, LLC.

Thompson Hine related that there has been a breakdown in the
attorney-client relationship.  As of the date of this filing,
irreconcilable differences have arisen between the Debtor and its
current counsel, which irreconcilable differences have resulted in
counsel's inability to effectively assist the Debtor in the
further prosecution of the chapter 11 case.

                    About Kiebler Recreation

Peek'n Peak Resort -- http://www.pknpk.com/-- is a recreational
and leisure facility.

Findley Lake, New York-based Kiebler Recreation, LLC, dba Peek'n
Peak Resort, filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-15099) on May 26, 2010.  Robert C. Folland,
Esq., at Thompson Hine LLP, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million as of the
Petition Date.

An affiliate, Kiebler Slippery Rock, LLC, filed a separate Chapter
11 petition on September 25, 2009 (Bankr. N.D. Ohio Case No. 09-
19087).


KURRANT MOBILE: Centurion to Purchase up to $10-Mil. Shares
-----------------------------------------------------------
Cogito Media Group Inc., formerly known as Kurrant Mobile
Catering, Inc., entered into an investment agreement with
Centurion Private Equity LLC.  In accordance with the terms and
provisions of the Investment Agreement, Centurion has committed to
purchase for consideration, subject to certain conditions and
limitations set forth in the Investment Agreement, including
limitations based upon the price and trading volume of the
Corporation's common stock, up to an aggregate of $10,000,000 of
the Corporation's common stock over the next thirty-six months.
In consideration for Centurion entering into the Investment
Agreement, the Corporation subsequently issued to Centurion an
aggregate of 44,642,857 shares of its restricted common stock as
commitment shares.

Pursuant to the terms of and in consideration for Centurion
entering into the Investment Agreement, the Corporation has
further agreed to provide Centurion with certain registration
rights under the Securities Act of 1933, as amended, with regards
to the shares of common stock of the Corporation to be issued to
Centurion.  The Corporation intends to file a registration
statement on Form S-1 registering up to an aggregate of
200,000,000 shares of its common stock.

Effective June 10, 2011, the Board of Directors authorized the
issuance of an aggregate of 44,642,857 shares of its restricted
common stock to Centurion.  The aggregate 44,642,857 shares of
common stock were issued to Centurion in reliance on Rule 506 of
Regulation D, promulgated under the Securities Act.  The shares of
common stock have not been registered under the Securities Act or
under any state securities laws and may not be offered or sold
without registration with the United States Securities and
Exchange Commission or an applicable exemption from the
registration requirements.  Centurion acknowledged that the
securities to be issued have not been registered under the
Securities Act, that it understood the economic risk of an
investment in the securities, and that it had the opportunity to
ask questions of and receive answers from the Corporation's
management concerning any and all matters related to acquisition
of the securities.

                        About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.

According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations.  These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern.  The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."


LACK'S STORES: Can Use Cash Collateral Until Sept. 28
-----------------------------------------------------
Lack's Stores, Incorporated, et al., sought and obtained a fifth
interim authorization from the Hon. Jeff Bohm of the U.S.
Bankruptcy Court for the Southern District of Texas to use cash
collateral.

The Court has set a final hearing for Sept. 28, 2011, at
2:30 p.m. on the Debtors' request to use cash collateral.

Prepetition, Lack's Stores entered into that certain Second
Amended and Restated Loan and Security Agreement dated as of July
10, 2007, with The CIT Group/Business Credit, Inc., as agent, and
the other lenders from time to time party thereto.  The Senior
Credit Agreement, with a stated maturity date of Oct. 31, 2010, is
a revolving credit facility.  As of the Petition Date, the
aggregate principal amount of the advances currently outstanding
under the Senior Credit Agreement is approximately $86 million,
having been gradually reduced from $105 million since January of
2009.  Lack's obligations under the Senior Credit Agreement are
guaranteed by Merchandise Acceptance, Lack's Furniture, Lack
Properties, and Melvin Lack.  The Senior Lenders allege that the
obligations under the Senior Credit Agreement are secured by a
lien on substantially all of the Debtors' assets excluding certain
real estate.  The Senior Lenders do not, however, have dominion
over all of the Debtors' bank accounts.

Michaela C. Crocker, Esq., at Vinson & Elkins L.L.P., explains
that the Debtors need access to cash generated by its business
that is considered as cash collateral in order to fund their
Chapter 11 case, pay suppliers and other parties.  The Debtors
will use the collateral pursuant to a budget, a copy of which is
available for free at
http://bankrupt.com/misc/LACK'S_STORES_budget.pdf

According to the Debtors, the Senior Lenders are grossly
oversecured and they hold a sizeable equity cushion in their
alleged collateral.  The value of the prepetition collateral
substantially exceeds the sum total of the indebtedness to the
Senior Lenders (approximately $86,000,000), and the resulting
equity cushion will protect the Senior Lenders against any
decrease in the value of their interests in the prepetition
collateral for the duration of the requested use of Cash
Collateral.

In exchange for the use of Cash Collateral, the Debtors propose to
grant the Agent for the benefit of the Senior Lenders replacement
liens in their prepetition collateral.  As additional adequate
protection to the Agent and the Senior Lenders, the Debtors will
make the payments to the Agent (a) in the form of an interest
payment of $570,000 on December 3, 2010; and (b) in the form of a
loan paydown in the amount of $500,000 on each of November 26,
December 3, and December 10, 2010.

The Debtors will furnish or make available to the Agent and the
Senior Lenders any information in the Debtors' possession or
within the Debtors' control relating to projected revenues and
expenses, actual revenue and expenses, variances from the interim
budget and store closings.

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection on
November 16, 2010 (Bankr. S.D. Tex. Case No. 10-60149).  Katherine
D. Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LADY FOREST: Sec. 341 Creditors' Meeting Reset to Aug. 12
---------------------------------------------------------
Henry G. Hobbs, JR, the acting United States Trustee for Region 5,
rescheduled the meeting of creditors, in Lady Forest Farms, Inc.'s
bankruptcy case.  The meeting of creditors is rescheduled to
Aug. 12, 2011 at 11:30 a.m.  The meeting will be held at:

         United States Courthouse,
         501 East Court Street,
         Suite 1.452, Jackson, MS

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

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

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.  Craig M. Geno, Esq., at Harris Jernigan
& Geno, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.  Affiliate Forest Packing Company filed a separate
Chapter 11 petition (Bankr. S.D. Miss. Case No. 11-00627) on Feb.
21, 2011.


LEHMAN BROTHERS: SEC to Weigh Issuing Report on Lehman Abuses
-------------------------------------------------------------
The U.S. Securities and Exchange Commission investigators may
issue a public rebuke of Lehman Brothers Holdings Inc. and its
former executives instead of suing them for actions that led to
the company's collapse, Bloomberg News reported.

SEC enforcement lawyers are concerned that a legal attack on
Lehman's accounting practices would likely fail. Instead, the SEC
lawyers may recommend that the agency publish a report of
investigation also known as a 21(a) report, Bloomberg News
reported, citing people familiar with the matter as its source.

The 21(a) reports, which lay out allegations of misconduct
without imposing penalties, have only been issued six times in
the past decade, according to the SEC's Web site.

The agency would have to vote on whether to issue a report and
there is possibility that the SEC may decide to bring legal
claims in court, according to the report.

                     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: Unit Loses Eur12.7-Mil. Suit Against Canyon
------------------------------------------------------------
A commodities unit of Lehman Brothers Holdings Inc. lost a
lawsuit against Calyon over EUR12.7 million or US$18.6 million
withheld on a line of credit, according to a June 7, 2011 report
by Bloomberg News.

Calyon is the investment-banking arm of Credit Agricole SA (ACA).

In an order, Judge Richard Field said that when Lehman wanted to
draw the full EUR50 million in November 2008, the French lender
had the right to withhold the amount to offset a debt Lehman owed
it under a separate contract, Bloomberg News reported.

Judge Field said he did not hesitate in concluding that the
letter of credit is not to be construed as being payable without
any right of set-off, according to the report.

Lehman had previously argued Calyon's action violated industry
standards and sought a court order to award EUR 12.68 million in
unpaid principal and interest, Bloomberg News reported.

                     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: Says It Owes No Duty to Council Customers
----------------------------------------------------------
Lehman Brothers Australia had no fiduciary duty to its local
council customers akin to the duty owed by stockbrokers to their
clients, the Federal Court heard yesterday, Elisabeth Sexton
of The Sydney Morning Herald reported on June 7.

The collapsed investment bank sold its own products to councils
it sought out, unlike a stockbroker who is approached to advise
on "the universe of available investments," Lehman's barrister,
John Sheahan, SC, said in his closing submissions in a class
action seeking $250 million in compensation for losses incurred
on synthetic collateralised debt obligations, or CDOs, the SMH
related.

Lehman and its forerunner, Grange Securities, went to the
councils on an ad hoc basis.  Its recommendations were
volunteered and it was paid via a margin on each transaction, the
report said.

According to SMH, Mr. Shehan said his client was entitled to
pursue its own financial interests so long as it acted "with
reasonable professional skill and care under the mandate."  To
establish a fiduciary duty, there needed to be an "adviser
relationship" and an undertaking to act in the interests of the
customer and abnegate its own interest, Mr. Shehan added, the
news agency said.

Justice Steven Rares, during the hearing raised again an internal
letter from Grange's head of capital markets, Moray Vincent,
about short-term repurchase transactions with clients, which
referred to councils being "uninformed" about the "haircut" or
discount that "the informed institution" would demand as
compensation for risk.  Mr. Sheahan, according to SMH, said the
economic effect of the sale-and-repurchase transactions was the
same as a secured loan.  He explained that the "informed
institution" was a bank that lent on security at a discount to
market value "in the same way that when you buy a house the bank
will lend you 80 per cent of its price but not 100 per cent."

He accepted that the letter said councils were not as informed as
professional lenders, SMH noted.  But Mr. Vincent "says nothing
about the value of the CDOs in truth or the price at which they
were sold outside repos to the councils or anyone else," the
report further noted.

                     About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins OK for More Levine Lee Work
-------------------------------------------------
Lehman Brothers Inc.'s trustee received court approval to
expand the scope of Levine Lee LLP's retention as special
counsel.

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

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

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

                     About Lehman Brothers

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

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on Sept. 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIBBEY GLASS: Moody's Affirms B2 CFR; Outlook Positive
------------------------------------------------------
Moody's Investors Service has raised the ratings outlook of Libbey
Glass Inc. to positive from stable. All other ratings, including
the B2 Corporate Family Rating, were affirmed. The positive
outlook reflects Moody's expectation that Libbey will continue to
strengthen its credit profile over the near term through a
combination of earnings growth and a continuation of conservative
financial policies. In March 2011, Libbey redeemed early $40
million of its 10% senior notes which reduced adjusted financial
leverage to 4.5 times. Management has publicly stated its
intention to call another $40 million of the notes in March or
April 2012, the next available opportunity per the terms of the
indenture.

Libbey's B2 Corporate Family Rating continues to be supported by
the company's leading market position in foodservice and retail
glassware in the U.S., a revenue base that is diversified
internationally and by customer, extensive distribution channels,
strong brand names, and a good liquidity profile. The cyclicality
of revenues, capital intensive nature of operations, and a high
interest burden constrain the rating.

The affirmation of the SGL-2 liquidity rating reflects Moody's
expectation that Libbey will maintain its good liquidity profile
over the next four quarters. Despite elevated levels of capital
expenditures in 2011 for furnace rebuilds, Moody's expects Libbey
to generate sufficient free cash flow to cover working capital and
modest debt amortization requirements. The cash balance is
projected to be further supplemented by proceeds from recent
business and land divestitures and, as such, Moody's does not
expect the company to rely on its revolver during the next year.

The ratings could be upgraded if financial leverage is sustained
below 4.5 times while maintaining a good liquidity profile and
relatively stable consolidated revenues and margins. Conversely,
the outlook could be lowered if global demand for glassware
declines materially, liquidity deteriorates, or financial policies
become less conservative such that financial leverage is expected
to be maintained above 5 times or interest coverage (EBIT to
interest) below 1.2 times.

Moody's affirmed these ratings of Libbey Glass, Inc. (and adjusted
the LGD point estimate, as noted):

Corporate Family Rating, B2

Probability of Default Rating, B2

Speculative Grade Liquidity Rating, SGL-2

$360 (originally $400) million 10% senior secured notes due 2015,
B2 (LGD3, to 47% from 44%)

The principal methodology used in rating Libbey Glass Inc. was the
Global Consumer Durables 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.

Headquartered in Toledo, Ohio, Libbey is one of the largest
manufacturers of glass tableware in the world. The company serves
foodservice, retail, industrial, and business-to-business
customers in over 100 countries and reported 2010 revenues of $800
million. It is the operating subsidiary of Libbey Inc. (NYSE Amex:
LBY).


BERNARD L. MADOFF: Another Circuit Makes Law for Clawback Cases
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Richmond, Virginia,
issued an opinion last week that is both helpful and unhelpful for
customers of Bernard L. Madoff Investment Securities Inc. trying
to avoid paying back so-called fictitious profits.

Mr. Rochelle relates that the case involved a mortgage lender that
conducted almost no investigation before making loans on real
estate that had been transferred fraudulently. The bankruptcy
court found that the lender was given enough facts to put it on
notice that everything wasn't up to snuff.  When the bankruptcy
court voided the mortgage on the fraudulently transferred
property, the lender appealed unsuccessfully in the U.S. District
Court.

According to the report, the 4th U.S. Circuit Court of Appeals in
Richmond, the lender argued that it was a subsequent transferee
entitled to the so-called good faith defense in Section 550(b)(1)
of the Bankruptcy Code.  That section says that a subsequent
transferee isn't required to give back fraudulently transferred
property if took the property in "good faith" and "without
knowledge of the voidability of the transfer."

Mr. Rochelle discloses that on the issue of good faith, the 4th
Circuit agreed with three other circuit courts by applying an
objective standard.  It said that what the lender "should have
known depends on what it actually knew, and not what it was
charged with knowing on a theory of constructive notice."
Nonetheless, the court went on to say that the good faith test
also means that a later transferee cannot "remain willfully
ignorant in the face of facts which cry out for investigation."

The three circuit judges, in their unsigned opinion on June 10,
upheld the judgment against the lender, saying it didn't make the
loan in good faith because it remained "willfully ignorant" of
facts crying out for investigation, Mr. Rochelle reports.

Mr. Rochelle notes that in the Madoff case, customers are being
sued by the trustee for fictitious profits, meaning cash that
customers took out in excess of cash invested.  Customers are
mounting defenses, saying they aren't required to give back
fictitious profits because they were in good faith without
knowledge of the fraud.  In some cases, the Madoff trustee says
the customers buried their heads in the sand when they were given
facts indicating the possibility of fraud.

The case is Capital City Mortgage Corp. v. Goldman (In re
Nieves), 08-2160, 4th U.S. Circuit Court of Appeals (Richmond,
Virginia).

                      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.


LIBERTY HOLDING: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Liberty Holding LLC
          fdba Liberty Holding Co LTD
               Liberty Investment Company of Wisconsin, LTD
        12259 NE Shoreland Drive
        Mequon, WI 53092

Bankruptcy Case No.: 11-29425

Chapter 11 Petition Date: June 12, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Joseph W. Seifert, Esq.
                  SEIFERT LAW OFFICE
                  230 West Wells Street, Suite 610
                  Milwaukee, WI 53203
                  Tel: (414) 273-9900
                  Fax: (414) 299-3710
                  E-mail: seifert38@gmail.com

Scheduled Assets: $818,000

Scheduled Debts: $2,342,943

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wieb11-29425.pdf

The petition was signed by Michael Mandelman, president.


LIONCREST TOWERS: Case Dismissal Hearing Continued Until July 21
----------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois has continued until July 21, 2011,
at 10:30 a.m., the hearing to consider the request to dismiss the
Chapter 11 case of Lioncrest Towers LLC.

As reported in the Troubled Company Reporter on March 16, Wells
Fargo Bank N.A. asked the Court to grant relief from the automatic
stay to allow it to foreclose on its collateral, and dismiss the
Debtor's case.

Wells Fargo said it is owed as of the Petition Date $31,984,284
plus expenses, real estate taxes due or delinquent and other
amounts for loans provided to the Debtor starting October 2004.
The Debtor's property was mortgaged to the bank as collateral for
the loans.

The bank related that the plan of reorganization dated Nov. 15,
2010, was filed on the 90th day after the Debtor's bankruptcy
filing, and serves as nothing more than a placeholder filing in
the Debtor's bankruptcy case so that the Debtor can appear to
satisfy the strict requirements of Sec. 362(d)(3) of the
Bankruptcy Code.

The bank told Judge Hollis that the Plan is not feasible and
cannot satisfy the requirements of Section 1129 of the Bankruptcy
Code.  The Plan provides that Wells Fargo will retain its Mortgage
on the Property and receive only interest payments on its unpaid
indebtedness, at the non-default contract rate in the Notes, for a
period of 5 years.  The Plan provides that Wells Fargo will not
receive any amortization or payment on the unpaid portion of the
principal balance until 5 years after the effective date of the
Plan.

The Debtor simply cannot carry its burden to show that it will be
able satisfy this entire $32 million obligation five years from
now, Wells Fargo asserts.

The bank avered that as a result of the decline in the value of
the property, the Debtor's chapter 11 filing, the chapter 11
filing of each of the Debtor's affiliates and the threatened
personal bankruptcy filing of the Debtor's sole shareholder, it is
likely that it will be even more difficult for the Debtor to
satisfy this obligation five years from now.

Jones Day in Chicago, Illinois, represents the bank.

                   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.


MADISON HOTEL: Hires Backenroth Frankel as Counsel
--------------------------------------------------
Madison Hotel LLC asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to employ Backenroth Frankel &
Krinsky, LLP, as counsel.

Backenroth Frankel's services as Debtor's counsel are:

     -- providing the Debtor with legal counsel with respect
        to its powers and duties as a debtor-in possession in
        the continued operation of its business and management
        of its property during the Chapter 11 case;

     -- preparing on behalf of the Debtor all necessary
        applications, answers, orders, reports, and other
        legal documents which may be required in connection
        with the Chapter 11 case;

     -- providing the Debtor with legal services with respect
        to formulating and negotiating a plan of reorganization
        with creditors; and

     -- performing such other legal services for the Debtor as
        may be required during the course of the Chapter 11 case,
        including but not limited to, the institution of actions
        against third parties, objections to claims, and the
        defense of actions which may be brought by third parties
        against the Debtor.

The customary and proposed hourly rates to be charged by
Backenroth Frankel for the individuals expected to be directly
involved in representing the Debtor are:

     Scott A. Krinsky          $450
     Mark A. Frankel           $485
     Abraham J. Backenroth     $550
     Paralegal                 $125

BFK was paid a $25,000 retainer by the Debtor on May 26, 2011.
BFK incurred fees totaling $6,000 prior to the filing the Debtor's
case, leaving a $19,000 as retainer for this case.

BFK's initial $50,000 retainer was paid by Ben Zion Suky, Joseph
Ben Moha and a third entity affiliated with the managing member of
the Debtor's managing member (the "Payors").

Mark A. Frankel, Esq., a member of Backenroth Frankel & Krinsky,
LLP, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

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.


MARYLAND RESPIRATORY: Case Summary & 13 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Maryland Respiratory Group, Inc.
        dba NEB24
        5711 Industry Lane, #33
        Frederick, MD 21704

Bankruptcy Case No.: 11-22156

Chapter 11 Petition Date: June 9, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Case Administrator: Ellen Devine

Debtor's Counsel: John C. Hanrahan, Esq.
                  LAW OFFICES OF JOHN C. HANRAHAN, LLC
                  8 East Second Street, Suite 201
                  Frederick, MD 21701
                  Tel: (301) 620-4378
                  Fax: (301) 620-4379
                  E-mail: jchlaw@fred.net

Scheduled Assets: $1,087,096

Scheduled Debts: $1,604,113

A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mdb11-22156.pdf

The petition was signed by Al A. Balaa, president.


MFJT LLC: Can Access Cash Collateral Until June 30
--------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized MFJT LLC to use, on an
interim basis, cash collateral of BACM 2007-3 Aslip Complex LLC
until June 30, 2011.

A final hearing is set for June 28, 2011, at 10:00 a.m., to
consider final approval of the Debtor's request.

Among other things, the Debtor will maintain and pay premiums for
insurance to cover all of its assets form fire, theft and water
damages as adequate protection.

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

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II -- filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 11-11819) on March 22, 2011.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's bankruptcy counsel.  The Debtor proposes to employ
Tailwind Services, LLC as its financial advisor.


MIPL HOLDINGS: S&P Assigns 'BB' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
counterparty credit rating to MIPL Holdings Limited (Mondrian).
The outlook is stable. "At the same time, we rated
Mondrian's proposed senior secured notes 'BB'," S&P said.

"The rating reflects our opinion that the company's increased
leverage and negative equity over the short-to-medium term more
than offset its favorable business profile as an institutional
asset manager," said Standard & Poor's credit analyst
Daniel Koelsch. The proposed transaction, a $500 million, seven-
year term loan facility, will be used to purchase the remaining
27.5% equity stake held by Hellman & Friedman through the Atlantic
Value Investment Fund L.P. The buyout comes as H&F's investment in
Mondrian reaches its contractual maturity and needs to be repaid.

The ratings also recognize Mondrian's concentration of customers
in the U.S. tax-exempt area, its limited distribution capability,
and its relative dependence on revenues from equity-based assets
under management (AUM). The ratings benefit from Mondrian's long
track record of adhering to a well-defined, clear business model
and investment style. This has resulted in stable, multiyear
customer relationships, a strong long-term performance
record, especially on a risk-adjusted basis, and allowed Mondrian
to establish itself as a respected niche player in institutional
asset management. Those strengths have translated into its ability
to generate a good and relatively predictable stream of cash
flows.

Mondrian is an independent, institutional asset manager with
investment and operations functions in London, and an office in
Philadelphia. Its business model is clearly defined, narrow in
scope, and consistently carried out. Over more than 20 years, the
company has developed a strong reputation as a value-oriented
defensive money manager with a focus on institutional clients,
particularly in the U.S. where the majority of its customers are
located. At March 31, 2011, the company had approximately $74
billion in AUM and ranked among the 10 largest managers of active
international securities for U.S. institutional tax-exempt assets.

Mondrian has a consistent, long term track record of delivering
investment returns that follow a consistent, repeatable process.
Its fee-based business model allows it to generate good and
relatively predictable cash flows. "In our view, the company has
great flexibility on the expense side with typically low fixed
costs and a high proportion of variable, bonus-related expenses.
As a result, Mondrian is able to absorb significant revenue
reductions without affecting its bottom-line result in a
meaningful way. As with most asset managers, revenues are highly
dependent on the level of AUM, which is closely correlated with
the capital markets, Mondrian's ability to manage investment risk
and its ability to attract or retain new customers. Given its high
share of revenues from equity AUM, Mondrian is particularly
dependent on equity market developments. That said, its historical
performance in this area has so far been favorable," S&P said.

"The stable outlook reflects our expectation that Mondrian will be
able to maintain or increase current fee-paying AUM. This will
rest on its ability to continue its successful track record of
risk-adjusted performance and its ability to retain existing or
attract new investors. The maintenance or growth of AUM is
particularly important, as it allows Mondrian to generate the cash
flows necessary to service its debt and rebuild its equity levels.
The ratings could come under pressure if its variable expense
flexibility is insufficient to buffer revenue declines and, as a
result, interest coverage ratios would decrease. Once Mondrian
successively reduces outstanding debt and interest payment
obligations, we believe that its favorable business profile would
support a higher rating. We will evaluate the situation once there
is tangible progress in Mondrian reducing its debt," S&P said.


MOMENTIVE PERFORMANCE: Notes Exchange Offer Extended to June 14
---------------------------------------------------------------
Momentive Performance Materials Inc. has extended its offer to
exchange of up to (i) $635,000,000 aggregate principal amount of
the Company's 9.0% Second-Priority Springing Lien Notes due 2021,
which have been registered under the Securities Act of 1933, as
amended, for a like principal amount of the Company's outstanding
9.0% Second-Priority Springing Lien Notes due 2021 and (ii)
EUR150,000,000 aggregate principal amount of the Company's 9.5%
Second-Priority Springing Lien Notes due 2021, which have been
registered under the Securities Act, for a like principal amount
of the Company's outstanding 9.5% Second-Priority Springing Lien
Notes due 2021 to 5:00 p.m., New York City time, on Tuesday,
June 14, 2011, unless further extended.  The exchange offer had
been scheduled to expire at midnight, New York City time, on
Friday, June 10, 2011.

As of midnight, New York City time, on June 10, 2011, the Company
has been advised that (i) $635,000,000 aggregate principal amount
of the Old Dollar Notes have been tendered and (ii) EUR150,000,000
aggregate principal amount of the Old Euro Notes have been
tendered.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company reported a net loss of $62.96 million on $2.58 billion
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $41.67 million on $2.08 billion of net sales during the
prior year.

The Company's balance sheet at April 3, 2011, showed $3.36 billion
in total assets, $3.99 billion in total liabilities, and a
$624 million total deficit.

                           *    *      *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.  It has 'B-'
issuer credit ratings from Standard & Poor's Ratings Services.

As reported by the Troubled Company Reporter on Oct. 27, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Momentive Performance Materials Inc. to 'B-' from
'CCC+'.  In addition, S&P raised its second lien, senior
unsecured, and subordinated debt ratings by one notch to 'CCC'
(two notches below the corporate credit rating) from 'CCC-'.  The
recovery ratings on these classes of debt remain unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery in
the event of a payment default.

At the same time, based on the corporate credit rating upgrade and
its updated recovery analysis, S&P raised its senior secured debt
rating by two notches to 'B' (one notch above the corporate credit
rating) from 'CCC+' and revised the recovery rating to '2' from
'3'.  These ratings indicate S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.


N.A. PETROLEUM: Equity Panel Taps Young Conaway as Co-Counsel
-------------------------------------------------------------
The Official Committee of Equity Security Holders of North
American Petroleum Corporation and its debtor-affiliates asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to retain Young Conaway Stargatt & Taylor LLP as co-counsel to
consult with the Equity Committee, the Debtors, the creditors'
committee, and the U.S. trustee concerning the administration of
the Chapter 11 cases.

The firm's hourly rates range from $280 to $900 per hour for
attorneys and from $130 and $240 per hour for paralegals.

The Equity Committee assures the Court that the firm is a
"disinterested person" within the meaning of the Bankruptcy Code.

                   About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' notice, claims and
balloting agent.


N.A. PETROLEUM: Equity Panel Taps Curtis Mallet-Prevost as Counsel
------------------------------------------------------------------
The Official Committee of Equity Security Holders of North
American Petroleum Corporation and its debtor-affiliates asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to retain Curtis, Mallet-Prevost, Colt & Mosel LLP as its counsel
to advise the Equity Committee with respect to its rights, duties
and powers in the Chapter 11 cases.

The current hourly rates charged by the firm for professionals and
paraprofessionals:

   Designations                    Hourly Rates
   ------------                    ------------
   Partners                        $730-830
   Special Counsel and Counsel     $510-625
   Associates                      $300-590
   Paraprofessionals               $190-230

The Equity Committee assures the Court that the firm is a
"disinterested person" within the meaning of the Bankruptcy Code.

                   About North American Petroleum

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Ltd.  North American
Petroleum sought Chapter 11 protection (Bankr. D. Del. Case No.
10-11707) on May 25, 2010.  In its schedules, North American
Petroleum disclosed $140,678,983 in total assets and $125,595,183
in total liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.

These cases are being jointly administered for procedural
purposes, under the case docket for North American Petroleum
Corporation USA, Case No. 10-11707.

On Aug. 20, 2010, Petroflow Energy Ltd., the parent company of
North American Petroleum Corporation USA and Prize Petroleum, LLC,
filed a petition in the U.S. Bankruptcy Court for the District of
Delaware seeking relief under Chapter 11 of the Bankruptcy Code
(Case No. 10-12608).  On Sept. 10, 2010, the Bankruptcy Court
granted permission for Petroflow's Chapter 11 case to be jointly
administered with those of its two Chapter 11 debtor-affiliates.
On September 17, 2010, Petroflow received recognition of the U.S.
Chapter 11 proceedings from the Alberta Court of Queen's Bench
under the Companies' Creditors Arrangement Act in Canada.  In its
petition, Petroflow disclosed assets and debts of between
$100 million and $500 million each.

David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul
Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as
lead bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R.
Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in
Philadephia, Pa., serve as the Debtors' co-counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' notice, claims and
balloting agent.


NORTEK INC: S&P Raises Rating on $250MM Sr. Notes to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating and
revised its recovery rating on U.S.-based residential and
commercial building products manufacturer Nortek Inc.'s $250
million senior notes due 2018. "We are raising the issue-level
ratings on the senior notes to 'B' (same as the corporate credit
rating) from 'CCC+'. We revised the recovery rating on the notes
to '4' from '6', indicating our expectation for average (30% to
50%) recovery in the event of default. The notes due 2018 rank
pari passu with its senior notes due 2021. The 'B' issue-level
rating and '4' recovery rating on Nortek's senior notes
due 2021 remain unchanged," S&P stated.

The revised recovery rating follows Nortek's announcement that it
successfully completed the private placement of $500 million of
8.5% senior notes due 2021 and entered into a new $350 million
senior secured term loan facility due 2017. The company
principally used net proceeds from the 8.5% notes and term
loan facility to repurchase or redeem all of its 11% senior
secured notes due 2013.

All other ratings, including the 'B' corporate credit rating,
remain unchanged. "The ratings reflect what we consider to be the
company's highly leveraged financial risk profile, given our
expectations that adjusted leverage is likely to exceed 5x over
the upcoming year. While the recently completed refinancing
transaction addressed the significant portion of the company's
capital structure that was to mature in 2013, we expect credit
measures to remain weak over the next several quarters given that
a significant portion of the company's cash flow will be needed to
service its more than $1 billion of debt. The ratings also reflect
what we consider to be its fair business risk profile, as we
believe the company has leading positions in diverse product
lines, such as kitchen range hoods and exhaust fans, which is
somewhat offset by its considerable exposure to challenging
residential and nonresidential construction end markets," S&P
said.

Ratings List
Nortek Inc.
Corporate Credit Rating              B/Stable

                                      To            From
Nortek Inc.
$250 mil 10% sr unsec nts due 2018   B             CCC+
  Recovery Rating                     4             6


NORTEL NETWORKS: Microsoft, Tech Firms Object to Patents Sale
-------------------------------------------------------------
Microsoft Corp., computer maker Hewlett-Packard Co., mobile phone
maker Nokia Oyj, and other technology firms submitted objections
to the "free and clear of any liens" sale of Nortel Networks
Inc.'s portfolio of 6,000 patents to Google Inc. or the winning
bidder.  Google is the stalking horse bidder with its $900 million
opening bid.

Microsoft and Nokia say in court filings that a free-and-clear
patents sale would hurt the whole industry.  Microsoft said that
Google or the winning bidder cannot be allowed to hold the patents
without being bound by licensing deals Nortel made with industry
standards settings organizations (SSOs) and other parties.

The auction is to be held June 20.  The hearing to approve the
sale is set for June 30.  Nortel has already generated about
$3 billion by selling most of the other assets and businesses.

                     About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTH GENERAL: Trustee Can Employ Shearman & Stearling as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized the employment and retention of Shearman & Sterling
LLP as counsel for James L. Garrity, Jr., Chapter 11 trustee of
the estates of North General Hospital, et al., nunc pro tunc to
March 31, 2011, the date the Court approved Mr. Garrity's
appointment as Chapter 11 trustee.  Mr. Garrity is a member of
Shearman & Sterling.  Mr. Garrity will not act as his own
attorney.

Shearman & Sterling, among other things, will:

  (i) advise the Trustee with respect to his powers and duties as
      a trustee in the Debtors' bankruptcy proceedings;

(ii) advise the Trustee with respect to contracts entered into by
      the Debtors; and

(iii) advise the Trustee regarding any sale and/or conveyance of
      property of the Debtors' estates;

The Bankruptcy Court is satisfied that Shearman & Sterling does
not hold or represent an interest adverse to the Debtor's estate
and that Shearman & Sterling is a "disinterested person" as such
term is defined under Section 101(14) of the Bankruptcy Code.

Shearman & Sterling will be compensated at the firm's normal
hourly rates and disbursement policies, effective as of March 31,
2011.  As of Jan. 7, 2011, Shearman & Sterling's rates, which are
adjusted from time to time to reflect economic and other
conditions, range from $895 to $995 per hour for partners, $560 to
$850 per hour for counsel, $375 to $695 per hour for associates
and $185 to $245 per hour for legal assistants.

Shearman & Sterling LLP can be reached at:

     Andrew V. Tenzer, Esq.
     Robert Britton, Esq.
     Shekhar Kumar, Esq.
     SHEARMAN & STERLING LLP
     599 Lexington Avenue
     New York, NY 10022
     Tel: (212) 848-4000
     Fax: (212) 848-7199
     E-mail: atenzer@shearman.com
             robert.britton@shearman.com
             shekhar.kumar@shearman.com

                       About North General

New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s.  The
Hospital filed for Chapter 11 bankruptcy protection on July 2,
2010 (Bankr. S.D.N.Y. Case No. 10-13553).  Charles E. Simpson,
Esq., at Windels, Marx, Lane & Mittendorf, LLP, in New York,
assists the Debtor in its restructuring effort.  Burton S. Weston,
Esq., at Garfunkel, Wild, & Travis, P.C., in Great Neck, N.Y.,
serves as the Debtor's special healthcare counsel.  Martin G.
Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird, LLP, in
New York, serves as the Official Committee of Unsecured Creditors'
counsel.   The Company disclosed $67 million in assets and
$93 million in liabilities as of the Petition Date.


OAKLEY REDEVELOPMENT: Fitch Downgrades Tax Bonds to 'BB'
--------------------------------------------------------
In the process of routine surveillance, Fitch Ratings has
downgraded Oakley Redevelopment Agency, California's (the agency)
tax allocation bonds (TABs):

   -- $25.1 million subordinate TABs series 2008A downgraded to
      'BB' from 'BBB'.

The Rating Outlook remains Negative.

Fitch also affirms this:

   -- $7.7 million senior TABs series 2003 at 'A'.

The Rating Outlook is Stable.

Rating Rationale:

   -- The subordinate bonds' downgrade to 'BB' reflects the bonds'
      inadequate debt service coverage levels resulting from a
      substantial three year assessed valuation (AV) contraction
      and escalating debt service that will lower coverage to
      below 1 times (x) without AV growth;

   -- The Negative Outlook reflects concerns that assessed
      valuation (AV) may decline materially from already pressured
      levels, and the potential for proposed state legislation to
      strip the agency of non-encumbered resources that management
      is willing to use for debt service;

   -- The 'A' rating on the senior lien TABs reflects the bonds'
      closed lien and high debt service coverage that is unlikely
      to be materially impaired even if AV continues to
      deteriorate significantly;

   -- Despite recent severe AV declines, the project area benefits
      from its access to two major employment centers, its large
      size, and sound long-term growth prospects;

   -- The tax base is moderately concentrated in the top 10
      property tax payers, and the incremental value (IV) to base
      year ratio has fallen to moderate levels, suggestive of
      increased revenue volatility;

   -- The local economy is performing adequately overall, with
      unemployment below the state and county averages and income
      levels in line with the region, but is pressured by the
      housing market.

   -- Potential development of a power plant in the project area
      and related state legislation could materially lift the
      agency's revenues and debt service coverage.

What Could Trigger a Downgrade: (Subordinate TABs)

   -- Further material AV deterioration from present levels
      resulting from further weakening of the project area's tax
      base;

   -- Passage of state-wide legislation that could materially
      impair the agency's ability to tap non-pledged resources for
      debt repayment, thus necessitating the use of the agency's
      debt service reserve fund in the absence of AV growth.

Key Rating Drivers: (Senior TABs)

   -- Continued high coverage levels;

   -- Eventual stabilization of the housing market and tax base.

Security:

The subordinate bonds are secured by net tax increment, after debt
service payment on the agency's senior 2002 TABs, and a cash-
funded debt service reserve fund. The senior TABs are secured by
net tax increment, and a portion of debt service is additionally
secured by housing set aside revenues and funds held in the
low/moderate income housing fund.

Credit Summary:

The city of Oakley serves approximately 35,000 residents in north-
eastern Contra Costa County. Located between San Francisco and
Sacramento, this exurban bedroom community offers residents access
to both employment markets. Economic characteristics are mixed,
and the city's tax base was impacted severely by the distressed
local housing market. March unemployment fell to a still elevated
8.2% from 8.4% the year prior, and remains well below county,
state, and national levels. Although household income levels are
in line with the region and well above state and national
averages, per capita income levels are low, reflective of large
household sizes.

The agency's project area is a large 1,537 acres, with major
residential (67% of AV) and commercial (18%) components. Most of
the remainder is split between industrial enterprises and
unsecured AV. Property taxpayer concentration is moderate for a
redevelopment agency, with the top 10 payers making up 19% of AV
and 26% of IV. The project area's tax base contracted by a
substantial 25.4% from fiscal 2008-2011 owing to widespread
Proposition 8 re-assessments in residential properties, triggered
by extreme home price losses and a severe slowdown in new
construction activity. According to Case Shiller, the region ranks
in the top decile for counties based on peak to trough price
declines. Management is budgeting for flat AV in fiscal 2012 and
has indicated that homes that were subject to a Prop 8 re-
assessment that changed hands in calendar 2010 (fiscal 2012 AV
will be set based on home values on Jan. 1, 2011) on average sold
at materially higher values, so fiscal 2012 AV may stabilize.
Nonetheless, Fitch is concerned that with the removal of one-time
governmental housing market interventions, constrained credit, and
heightened unemployment, that fiscal 2013 AV may be susceptible to
a material decline.

Recent AV losses have lowered Fitch-estimated pledged revenues
available for subordinate debt service in fiscal 2011 to just
1.04x. Due to escalating debt service through fiscal 2018,
coverage of maximum annual debt service (MADS) with estimated
fiscal 2012 revenues is just 0.93x, assuming no AV change. Due to
insufficient pledged revenues to meet subordinate pass-through
obligations, the city has begun paying a portion of them with non-
pledged revenues. Additionally, the city expects that the agency
will have $1.2 million -- $1.3 million (about one year of
subordinate debt service) of unencumbered and non-pledged cash
after remaining capital projects are completed. Management has
indicated that it will use these non-pledged resources to the
extent necessary to cover potential debt service shortfalls, as
needed. Without them, Fitch estimates the DSRF would need to be
tapped beginning in fiscal 2014 absent AV growth. Fitch projects
the DSRF could withstand a long period of time with no AV growth,
but would be depleted under conditions where AV weakens materially
from current levels without support from non-pledged resources.
For example, under stress conditions where AV contracts by 1% in
fiscal 2012 and 15% in fiscal 2013, but grows by 2% annually
thereafter, subordinate debt service coverage would fall to 0.77x
in fiscal 2013 and Fitch projects the DSRF would be depleted by
fiscal 2017. Fitch will continue to monitor AV and coverage levels
in the agency's project area and take rating actions as
appropriate.

In spite of recent and severe AV contraction, Fitch-estimated
senior debt service coverage for fiscal 2011 remains strong at
3.54x due to the bonds' low leverage levels. Even under the stress
scenario, senior debt service coverage dips just below a still
strong 3.0x.


OCEAN PLACE: AFP Says Exclusivity Extension is a Delaying Tactic
----------------------------------------------------------------
Secured creditor AFP 104 Corp. asks the U.S. Bankruptcy Court for
the District of New Jersey to deny Ocean Plan Place Development
LLC's request to extend its exclusive periods to propose and
solicit acceptances for a chapter 11 plan until Oct. 13, 2011, and
Dec. 13, respectively.

As of the Petition Date, the Debtor owes AFP $57,245,372, plus
attorneys' fees and costs, which claim is secured by a first
priority lien on all the Debtor's assets, including the Ocean
Place Resort & Spa, a 254-room hotel located in Long Branch, New
Jersey.

AFP explains that the Debtor cannot establish cause to obtain an
extension of its exclusive plan periods.  AFP related that it is
a further delay tactic designed to move this case forward slowly
as possible in the hope that the mere passage of time will provide
the Debtor with some leverage or strategic advantage.

AFP is represented by:

         Joseph L. Schwartz, Esq.
         Kevin J. Larner, Esq.
         RIKER DANZIG SCHERER HYLAND & PERRETTI LLP
         Headquarters Plaza, One Speedwell Avenue
         Morristown, NJ 07962-1981
         Tel: (973) 538-0800

The Debtor is represented by:

         Kenneth A. Rosen, Esq.
         John K. Sherwood, Esq.
         Wojciech F. Jung, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                   About Ocean Place Development

Ocean Place Development, LLC, owns a beachfront resort property in
Long Branch, New Jersey.  The Ocean Place resort is sited on 17-
acres featuring 1,000 feet of ocean frontage and is improved with
a 254-room hotel that includes 40,000 square feet of meeting
space, three restaurants, a bar/lounge, a full-service spa, and
numerous resort amenities.  It employs between 95 and 340
employees, depending upon the season, through the property
management entity West Paces Hotel Group, LLC.

Ocean Place filed a voluntary Chapter 11 petition (Bankr. D. N.J.
Case No. 11-14295) on Feb. 15, 2011.  Kenneth Rosen, Esq., at
Lowenstein Sandler, serves as the Debtor's bankruptcy counsel.
The Debtor tapped Morgan Melhuish Abrutyn as special counsel;
Morgan Melhuish Abrutyn as special litigation counsel, Stephen M.
Herbstman, M.S., C.P.A., as tax accountant, and Coakley & Williams
Hotel Management Company, to cut costs and make changes to the
Company's facility.  The Debtor estimated its assets and debts at
$50 million to $100 million.

As of the petition date, the Debtor owed $57,245,372 to AFP
pursuant to a Loan Agreement dated April 25, 2006, as amended from
time to time, entered into by and between the Debtor as borrower
and Barclays Capital Real Estate Inc. as lender.

No official unsecured creditors' committee was appointed in the
case.


OLDE PRAIRIE: Has Until July 1 Amend Chapter 11 Plan
----------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the deadline of Olde
Prairie Block Owner LLC to file an amended Chapter 11 plan and
disclosure statement explaining that plan until July 1, 2011.

The Debtor told the Court that the plan filing deadline should be
extended to allow sufficient time for the Court to issue its
ruling on the claim objection filed by the Debtor against
CenterPoint Properties Trust, and for the Debtor to review on that
ruling.

On Feb. 22, 2008, the Debtor executed a promissory note in the
principal amount of $32,660,4499 plus an interest reserve in the
amount of $4,467,217 for a loan from CenterPoint Properties Trust.
Payment of the CenterPoint Promissory Note is secured by a
mortgage dated Feb. 22, 2008.

CenterPoint Properties objected to the Debtor's extension request
on grounds that the Debtor has shown the Court no progress towards
completion of a plan within a reasonable period, as required by
the Bankruptcy Code.  The Debtor's Disclosure Statement was
disapproved in December 2010 and the Debtor has not filed any
amendments.

Baker & McKenzie LLP represents CenterPoint Properties.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  The Debtor is
represented by John E. Gierum, Esq., at Gierum & Mantas, and John
Ruskusky, Esq., George R. Mesires, Esq., and Nile N. Park, Esq.,
at Ungaretti & Harris LLP.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a Chapter
11 plan on Sept. 11, 2010.  A copy of that plan is available at
http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no charge.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


OUTSOURCE HOLDINGS: Gets OK for Fenimore as Regulatory Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved Outsource Holdings, Inc.'s application to employ
Fenimore, Kay, Harrison & Ford, LLP as special transaction and
regulatory counsel.

As reported in the Troubled Company Reporter on May 31, 2011,
Fenimore Kay will be assisting the Debtor in connection with the
proposed transaction and in connection with all regulatory issues
related thereto.

The Debtor relates that its only significant asset is its
ownership of all of the outstanding capital stock of Jefferson
Bank, which is a state bank with five branch locations in the
Dallas/Fort Worth metroplex.

The Debtor believes that a sale/merger of its interest in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of the asset for the estate and its
creditors.  However, the Debtor was unable to obtain consent from
its creditors.

An investment banking firm assisted the marketing efforts of the
Debtor which resulted to:

   i) an acquisition agreement with First Bank Lubbock Bancshares,
      Inc.  In exchange for the merger with Jefferson Bank and
      FBLB's affiliate -- First Bank & Trust, Lubbock, Texas --
      FBLB will pay $2,021,000 in cash at closing, plus another
      $8,979,000 in cash within four years of closing; and

  ii) a purchase an assumption agreement with MidSouth Bank, N.A.,
      a whole owned subsidiary of MidSouth Bancorp., FBLB and
      Jefferson Bank.  Under the agreement, upon merger of First
      Bank & Trust and Jefferson Bank, MidSouth will buy certain
      assets from First Bank & Trust and Jefferson Bank for
      $11,600,000.  MidSouth is buying majority of Jefferson
      Bank's assets.

The Debtor will use the FBLB and MidSouth offers as a stalking
horse for other potential offers for the Debtor's interests in
Jefferson Bank.

The hourly rates of Fenimore Kay's personnel are:

         Geoffrey Kay                     $375
         Associates                    $200 - $325

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

                      About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  The Debtor disclosed $10,571,121 in
assets and $13,887,431 in liabilities as of the Chapter 11 filing.

No creditors' committee has been appointed in the case.


OUTSOURCE HOLDINGS: Examiner Proposes Traxi LLC as Advisors
-----------------------------------------------------------
Anthony J. Pacchia, the examiner appointed by the United States
Trustee Elizabeth Ziegler, Esq., in the bankruptcy case of
Outsource Holdings, Inc., has applied to U.S. Bankruptcy Court for
the Northern District of Texas for entry of an order authorizing
him to retain Traxi, LLC, as financial advisors effective as of
May 18, 2011.

During its retention, Traxi, LLC, will, among other things:

   a. investigating the Debtor's pre- and post-petition sales
      efforts and all parts of the process leading up to and
      including the Debtor's presentation to the Bankruptcy
      Court of the Sale Motion and entry into the transactions
      described therein;

   b. investigating the Debtor's current stalking horse bid and
      whether it is fair;

   c. determining and reporting to the Court whether a higher or
      better sale can be achieved;

The hourly rates of Traxi, LLC personnel are:

      Personnel                     Rate
      ---------                     ----
   Managing Directors            $450 - $595
   Managers/Directors            $275 - $450
   Associates/Analysts           $175 - $275

                    About Outsource Holdings

Lubbock, Texas-based Outsource Holdings, Inc.'s only significant
asset is its ownership of all of the outstanding capital stock of
Jefferson Bank, which is a state bank with five branch locations
in the Dallas/Fort Worth metroplex.

Outsource Holdings believes that a sale/merger of its interests in
Jefferson Bank before August 2011 offers the best opportunity for
maximizing the value of this asset for this bankruptcy estate and
its creditors.  The Debtor has been unable to obtain consent from
its creditors to conduct a sale or merger outside of bankruptcy.

Since Outsource Holdings believes that a sale before August 2011
is necessary to avoid significant and sudden further declines in
the value of its interests in Jefferson Bank, Outsource Holdings
believes its fiduciary duties to its creditor body as a whole
required the initiation of the bankruptcy case.

Outsource Holdings filed for Chapter 11 bankruptcy protection on
April 3, 2011 (Bankr. N.D. Tex. Case No. 11-41938).  Jeff P.
Prostok, Esq., at Forshey & Prostok, LLP, serves as Outsource
Holdings' bankruptcy counsel.  The Debtor disclosed $10,571,121 in
assets and $13,887,431 in liabilities as of the Chapter 11 filing.

No creditors' committee has been appointed in the case.


PACIFIC DEV'T: Central Bank Files Notice of Default on Note No. 7
-----------------------------------------------------------------
Pursuant to the Oct. 28, 2010 order approving the stipulation
resolving the motion for relief from the automatic stay filed with
the U.S. Bankruptcy Court for the District of Utah on Aug. 4,
2010, Pacific Development, L.C., was directed, among other things,
to timely pay the monthly payments of "the renewed and reamortized
Note No. 7" to Central Bank.

On June 8, 2011, counsel for Central Bank provided written notice
to the Bankruptcy Court that Debtor is in default under the terms
of the Stipulation and Order based upon its failure to timely pay
to it the sum of $6,386.46, representing the monthly payments of
"the renewed and reamortized Note. No. 7," the months of April,
May and June 2011.  See Stipulation, paragraph 29.a., pages 13-14.

As a result of its breaches under the Stipulation and Order,
Central Bank is entitled to relief from the Automatic Stay
pursuant to 11 U.S.C. Section 362, without further notice or
hearing, to permit it to pursue its remedies pursuant to the
subject loan documents and all other legal and equitable remedies
against the real property defined in the Stipulation as "Trust
Property No. 7," which is also commonly known as the "Model Home,"
that it might be entitled to under applicable non-bankruptcy law.

Counsel for Central Bank may be reached at:

     J. Scott Brown, Esq.
     PARSONS KINGHORN HARRIS
     A Professional Corporation
     111 East Broadway, 11th Floor
     Salt Lake ity, UT 84111
     Tel: (801) 363-4300
     Fax: (801) 363-4378

A copy of the notice of default is available at:

   http://bankrupt.com/misc/pacificdevt.defaultnotice.note7.pdf

A copy of the Order and Stipulation is available at:

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

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.


PACIFIC WESTERN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pacific Western of Medford LLC
        1175 E. Main Street
        Medford, OR 97504
        Tel: (541) 772-3442

Bankruptcy Case No.: 11-62859

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       District of Oregon

Debtor's Counsel: Robert C. Robertson, Esq.
                  1175 E. Main Street
                  Medford, OR 97504
                  Tel: (541) 772-3442
                  E-mail: 2boblaw@integra.net

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

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

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

The petition was signed by Robert C. Robertson, managing member.


PERKINS & MARIE: Wins Initial $16 Million in DIP Funds
------------------------------------------------------
A bankruptcy judge in Delaware approved on the interim Perkins &
Marie Callender's Inc.'s request to borrow $16 million to keep its
restaurants operating as the company moves forward on a
prenegotiated restructuring hashed out with bondholders.  The
Court will consider final approval of the financing on July 11.

Perkins & Marie's request for DIP financing was reported in the
June 15, 2011 edition of the Troubled Company Reporter.

In the motion, the Debtors sought approval to 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, and 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
proposed to access up to $16.0 million upon interim approval of
the DIP financing.

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

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: Moody's Cuts Probability of Default Rating to 'D'
------------------------------------------------------------------
Moody's Investors Service downgraded Perkins & Marie Callender's
Probability of Default Rating to D from Ca/LD. The downgrade was
prompted by the company's June 13, 2011 announcement that it
voluntarily filed for relief under Chapter 11 of the United States
Bankruptcy Code.

RATINGS RATIONALE

Subsequent to the actions, Moody's will withdraw the ratings
because PMC has entered bankruptcy.

These ratings were downgraded and will be withdrawn:

Probability of Default Rating downgraded to D from Ca/LD

These ratings will be withdrawn:

Corporate Family Rating at Ca

$190 million Senior unsecured notes due 2013 at C (LGD 5, 73%)

Speculative Grade Liquidity Rating at SGL-4

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

Perkins & Marie Callender's, headquartered in Memphis, Tennessee,
operated 161 restaurants and franchised 319 units under the
"Perkins" brand name as of October 3, 2010. The company also
operated 90 restaurants and franchised 37 units under the "Marie
Callender's" name. Revenues for the last twelve months were
approximately $515 million.


PERKINS & MARIE: S&P Cuts Rating on $132MM Sr. Secured Debt to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Memphis-based Perkins & Marie Callender's Inc.'s $132 million
14% senior secured notes to 'D' from 'CC'. The recovery rating on
this debt remains at '4', indicating expectations for an average
(30%-50%) recovery in the event of a default scenario. The
rating action follows the company's filing for Chapter 11
bankruptcy protection on June 13, 2011. "We lowered our rating on
the company's $190 million senior unsecured notes to 'D' on April
7, 2011, after it missed the $9.5 million interest payment due
April 1," S&P said.

Ratings List

Perkins & Marie Callender's Inc.
Corporate Credit Rating         D/--

Downgraded

Perkins & Marie Callender's Inc.
                                 To          From
Senior Secured                  D           CC
   Recovery Rating               4           4


PETROLEUM & FRANCHISE: Court Approves Downs as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Petroleum & Franchise Capital LLC to employ Downs
Rachlin Martin PLLC to handle certain environmental insurance
claims.

According to the Troubled Company Reporter on May 31, 2011, as
commercial finance lenders, the Debtors often obtain insurance
policies which provide coverage for environmental contamination
on real estate subject to mortgages which secure the portfolio
obligations.  The Debtors have a borrower who is in default and
is currently in Chapter 11 Bankruptcy proceedings.  There are
numerous properties securing the obligations from this borrower
which contain environmental contaminants and for which the Debtors
have obtained environmental insurance.  The Debtors obtained phase
two studies of the subject properties and submitted claims to its
carrier which have been denied.

The Debtors believed the denials to be improper and are retaining
the services of DRM to pursue their insurance claims.  Downs
Rachlin is experienced in environmental law and the related
pursuit of insurance claims based on the type of environmental
insurance policies obtained by the Debtors.

Downs Rachlin will charge the Debtors for its legal services on an
hourly basis in accordance with its ordinary and customary hourly
rates in effect on the date services are rendered which are
between $200/hr and $365/hr.

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

                   About Petroleum & Franchise

Danbury, Connecticut-based Petroleum & Franchise Capital, LLC, and
its affiliates are specialty commercial finance lenders, offering
a premier array of long-term fixed rate financing products to
experienced national and regional retail petroleum operators for
new site development or acquisition, remodeling and construction
financing for over a decade.

Petroleum & Franchise Capital, LLC, filed for Chapter 11
bankruptcy protection on June 23, 2010, (Bankr. D. Conn. Case No.
10-1465).  Craig I. Lifland, Esq., and James Berman, Esq., at
Zeisler and Zeisler, assist the Company in its restructuring
effort.  BDO USA, LLP, serves as the Company's accountants.  The
Company estimated assets and debts at $50 million to $100 million.

Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a
filed separate Chapter 11 petition (Case No. 10-51467) on June 23,
2010, disclosing $66,132,915 in assets and $54,782,604 in
liabilities as of the Chapter 11 filing.


PINNACLE HILLS: Court OKs Bond Law to Handle Reorganization Case
----------------------------------------------------------------
The Hon. Ben T. Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas authorized Pinnacle Hills West, LLC, to
employ the Bond Law Office as bankruptcy counsel.

As reported in the Troubled Company Reporter on April 25, 2011,
Bond Law will bill the Debtor pursuant to the hourly rates of its
professionals:

         Stanley Bond             $250
         Branch Fields            $175

Stanley V. Bond, Esq., an attorney at the Bond Law, assured the
Court that Bond Law is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Rogers, Arkansas-based Pinnacle Hills West, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Ark. Case No. 11-71721).
The Debtor disclosed $35,543,490 in assets and $62,302,543 in
liabilities as of the Chapter 11 filing.


PIONEER VILLAGE: Court OKs Hansen Hunter to Prepare Tax Returns
---------------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon authorized Pioneer Village Investments, LLC, to
employ Hansen Hunter & Co. P.C. as accountants.

Hansen Hunter is assisting the Debtor in all aspects of its
reorganization, including, but not limited, to preparation of tax
returns, and render general accounting services to Debtor as
needed.

The Hansen Hunter professionals who will be primarily responsible
for providing services, and billing rates are:

         Danny J. Lee, CPA, shareholder           $250
         Matthew P. Conley, CPA, shareholder      $200
         Brian Larson, CPA, staff accountant      $120
         Kaeley Harris, staff accountant           $90
         Vince Marella staff accountant            $90

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

                About Pioneer Village Investments

Portland, Oregon-based Pioneer Village Investments, LLC, operates
a continuing care retirement facility in the city of Jacksonville,
Oregon, providing for "independent living' facilities for elderly
residents, assisted living for residents who are less able to care
for themselves, and other facilities designed to accommodate the
needs of elderly residents.

Pioneer Village Investments, LLC, c/o Farmington Centers, Inc.,
filed for Chapter 11 protection (Bankr. D. Ore. Case No. 10-62852)
on May 13, 2010.  Douglas P. Cushing, Esq., at Jordan Schrader
Ramis PC, in Lake Oswego, Oregon, assists the Debtor in its
restructuring effort.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.


PJ FINANCE: U.S. Trustee Forms Six-Member Creditors' Panel
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
under 11 U.S.C. SEC 1102(a) and (b), served a second amended
notice of appointment of an Official Committee of Unsecured
Creditors of PJ Finance Company, LLC, and affiliated debtors in
possession.

The Creditors Committee members are:

      1. Quantum Asset Development, Inc.
         ATTN: Michael Comar
         4225 Lake Forest Dr.,
          Kalamazoo
          MI 49008
          Tel: (269) 929-7686
          Fax: (317) 663-2088

      2. Genie Services, Inc.,
         ATTN: Nicholas Eancheff
               2010 W. Parkside Lane
               #140, Phoenix, AZ, 85027
               Tel: (623) 582-6111
               Fax: (623) 582-6116

      3. Richmond & Associates Landscaping, Ltd.
         ATTN: James Richmond
                11359 Kline Dr., Dallas,
                TX 75229,
                Tel: (972) 488-4769
                Fax: (972) 488-8999

      4. Texmenian Contractors Inc.
         d/b/a Red Carpet Cleaning
         ATTN: Alberto Carrizal
         P.O. Box 892, Colleyville
         TX 76034
         Tel: (817) 825-1393
         Fax: (817) 633-4087

      5. One Call Sourcing International LLC
         d/b/a Aimsco/MRO
         ATTN: Tim Grout, 2399
               Midway Rd., Carrollton
               TX 75006
               Tel: (972) 818-1065
               Fax: (972) 818-1069

       6. Nature 's Paintbrush
          ATTN: Michael Gossett
                3153 Spur Trail
                Dallas, TX 75234
                Tel: (214) 287-6457
                Fax: (972) 243-4502

The Creditors Committee previously had seven members.  Alliance
Tax Advisors was removed in the new list.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688).  Michelle E.
Marino, Esq., and Stuart M. Brown, Esq., at DLA Piper LLP (US), in
Wilmington, Delaware, serve as bankruptcy counsel.  Kurtzman
Carson Consultants, LLC, is the Debtors' claims and notice agent.

Christopher A. Jarvinen, Esq., and Mark T. Power, Esq., at
Hahn & Hessen LLP, represent the official committee of unsecured
creditors as lead counsel.  Richard Scott Cobb, Esq., and William
E. Chipman, Jr., Esq., at Landis Rath & Cobb, in Wilmington, Del.,
serve as the committee's local counsel.  Carl Marks Advisory Group
is the financial advisers to the Committee.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

PJ Finance said it has a commitment for Gaia Real Estate
Investments LLC to invest $42 million and serve as the foundation
for a reorganization plan.


PLATINUM STUDIOS: Board Accepts B. Altounian's Resignation
----------------------------------------------------------
The Board of Directors of Platinum Studios, Inc., accepted the
resignation of Brian K. Altounian from his positions as the
Company's President, Chief Operating Officer and Director.  Mr.
Altounian's resignation is not the result of any disagreements
with the Company.

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company reported a net loss of $9.94 million on $2.27 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $3.38 million on $292,940 of revenue during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$10.34 million in total assets, $27.63 million in total
liabilities, all current, and a $17.29 million total shareholders'
deficit.

The Company is also delinquent in payment of $120,026 for payroll
taxes as of March 31, 2011, and in default of certain of its short
term notes payable.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

As reported by the TCR on April 21, 2011, HJ Associates &
Consultants, LLP, in Salt Lake City, Utah, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has suffered recurring losses from
operations which have resulted in an accumulated deficit.


PMI MORTGAGE: S&P Lowers Counterparty Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered the counterparty credit
and financial strength ratings on PMI Mortgage Insurance Co. to
'B-' from 'B+' and placed the ratings on CreditWatch with negative
implications. Standard & Poor's also said that, based on standard
notching, it lowered the counterparty credit and
senior debt ratings on PMI's holding company, The PMI Group Inc.
(TPG), two notches to 'CCC-' from 'CCC+' and placed the ratings on
CreditWatch with negative implications.

"The downgrade of PMI reflects our expectations of continued
elevated losses in 2011 and 2012 relative to the company's
statutory capital base," said Standard & Poor's credit analyst
Miles Kaschalk.

Given PMI's consolidated statutory capitalization of $677 million
at the end of first-quarter 2011, losses in line with or in excess
of the current industry trends -- without additional capital
contributions or substantial internal capital generating
initiatives -- could put significant pressure on PMI's statutory
capital by year-end 2012. "PMI reported pretax statutory losses
of $683 million in 2010, which were beyond our expectations for a
full-year loss of $596 million. Moreover, the company's pretax
statutory loss of $136 million in first-quarter 2011 continued to
exceed our expectations," S&P said.

"In addition, we expect that in second-quarter 2011 PMI will
breach the regulatory thresholds for writing new business, which
regulators of 16 states have put in place," said Mr. Kaschalk.
Although PMI has obtained waivers from some of these states (and
is attempting to obtain waivers from the others) to continue
writing business in the event of a breach, these waivers will have
to be extended periodically if PMI doesn't return to compliance.

PMI plans to issue new business through a new mortgage insurance
subsidiary in that event. However, there is no guarantee that this
plan will be successful. "We believe that the new business written
since second-half 2008 will be profitable and capital accretive.
If PMI is unable to offer new business, the company's future
earnings and statutory capital would be negatively affected," S&P
said.

The ratings on PMI are on CreditWatch with negative implications.
"We will finalize our analysis of the factors underlying the
company's adverse performance for first-quarter 2011, our forecast
of its operating losses for 2011 and 2012, and its management's
action plans," said Mr. Kaschalk. "If our analysis indicates
greater-than-expected pressure on PMI's statutory capital over the
next 12 months, we could lower the ratings an additional notch."


PRE-PAID LEGAL: S&P Affirms 'B' CCR After Buyout Modification
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'B'
corporate credit rating on Ada, Okla.-based Pre-Paid Legal
Services Inc. (PPD), following the announcement that the financing
terms of the transaction were recently modified. The outlook is
stable.

"At the same time, we assigned our preliminary 'BB-' issue ratings
to the company's six-year $300 million first-lien first-out term
loan. We assigned this loan a preliminary recovery rating of '1',
indicating our expectation of very high (90% to 100%) recovery for
first-out term loan lenders in the event of a payment default,"
S&P said.

"Additionally, we raised our preliminary issue rating on the
company's five-year $30 million revolving credit facility to 'BB-'
from 'B+'. The preliminary recovery rating on the revolving credit
facility was revised to '1' from '2', indicating our expectation
of very high (90% to 100%) recovery for revolving credit facility
lenders in the event of a payment default," S&P noted.

"We also assigned our preliminary 'B-' issue rating to the
company's six-year $100 million first-lien last-out term loan. We
assigned this loan a preliminary recovery rating of '5',
indicating our expectation of modest (10% to 30%) recovery for
last-out term loan lenders in the event of a payment default," S&P
said.

"Our ratings are subject to review of final documentation. Upon
that, we will issue our final ratings, which may be different than
our preliminary ratings. We estimate PPD will have about $400
million in reported debt outstanding following the transaction,"
S&P said.

"The ratings reflect our analysis that PPD has a narrow product
focus and participates in a small niche segment of the legal
service plan industry, as well as our belief that the gradual
decline in the membership base since 2006 will be difficult to
reverse over the near term," said Standard & Poor's credit analyst
Rick Joy.

Following the leverage buyout transaction with MidOcean Partners,
the company's credit measures will be in line with 'B' rating
category medians. (Note: The $75 million of payment-in-kind (PIK)
preferred equity is treated as debt for our credit measure
calculations.) Pro forma for the transaction and based on fiscal
year ended Dec. 31, 2010, results, PPD's adjusted leverage will be
high, at about 4.0x. In addition, cash flow protection measures
will be weak, with the ratio of funds from operations (FFO) to
total debt at 10.0% and EBITDA interest coverage at 2.9x. S&P
forecasts credit measures to remain consistent with 'B' rating
category medians over the next one to three years.

"Our rating outlook on PPD is stable, reflecting our assessment
that membership growth and retention is unlikely to improve, which
will result in credit measures remaining weak and in line with 'B'
rating category medians. At the same time, we expect liquidity to
remain adequate and covenant cushion to remain sufficient," S&P
said.


PREMIER GOLF: Far East Bank Protests Use of Cash Collateral
-----------------------------------------------------------
Secured creditor Far East National Bank asks the Hon. Peter W.
Bowie of the U.S. Bankruptcy Court for the Southern District of
California to prohibit Premier Golf Properties LP from using its
cash collateral.

According to the bank, the Debtor has not made any payments since
Sept. 1, 2010, including arrears of $910,792 and real estate taxes
in the amount of $296,805.  The current amount owing to the bank
is $11,618,337 as of May 11, 2011.

The bank tells the Court that the Debtor continues to use its cash
collateral in the ordinary course without authority.  The bank's
cash collateral is continuing to be diminished without adequate
protection.  The use of cash collateral to fund the Debtor's
operating expenses is inconsistent with the Bankruptcy Code.

Ralph Ascher, Esq., at Frick Pickett & McDonald LLP, represents
the bank.

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club filed for Chapter 11 protection (Bankr. S.D.
Calif. Case No. 11-07388) on May 2, 2011.  Peter W. Bowie  is
presiding the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian represents the Debtor.  The Debtor estimated assets and
liabilities at $10 million to $50 million.


PREMIER GOLF: Files Disclosure Statement and Chapter 11 Plan
------------------------------------------------------------
Premier Golf Properties LP filed with the U.S. Bankruptcy Court
for the Southern District of California a disclosure statement
explaining its proposed Chapter 11 plan of reorganization.

A hearing is set for Aug. 8, 2011, at 2:00 p.m., to consider the
adequacy of the Debtor's disclosure statement.

According to the Debtor, performance of the Plan will be
accomplished by way of refinancing all or a portion of the real
property owned by the Debtor.  To that end the debtor will devote
its best efforts to continue its efforts to obtain the requisite
governmental approvals to commence sand extraction and wetlands
mitigation credits marketing.  The Debtor does not look to income
from either source to fund Plan payments but the accomplishment of
the permitting will greatly enhance the value of Debtor's
property, thus contributing to the refinancing of Debtor's real
property.  Having so stated, the Debtor shall actively seek
refinancing during the course of Plan performance and, upon
securing same, will accelerate Plan performance.

The Plan provides for the creation of four classes of secured
creditors, two classes of unsecured creditors and an
administrative expense class.

                        Secured Claimants

Class I A: This class consists of the San Diego County tax
           assessor as to real property taxes.  This obligation is
           presently $859,079.  The Debtor has had pending for
           some time a application for reappraisal of valuation
           for tax purposes of its real property and, since its
           present appraised value for tax purposes is predicated
           upon a its original purchase valuation, the Debtor
           reasonably expects a 25 reduction consequent upon
           reappraisal.  The Debtor has withheld payment for that
           reason.  The remaining balance will be paid in full
           upon the financing/re-financing of all or a portion of
           the Cottonwood venue trust deed debt.  In the interim
           the statutory lien for real property taxes remains in
           place and the Debtor will make the normal and usual
           semiannual real estate tax payments post petition and
           post Plan.  The San Diego County tax assessor claim
           is impaired under the Plan.

Class I B: This class consists of the first trust deed
           indebtedness due FENB in the amount of $11,061,000.
           Cottonwood contemplates that the Plan acknowledge the
           FENB indebtedness, commence interest payments upon
           confirmation and pay FENB in full at or prior to the
           expiration of the Plan performance period.  This class
           is impaired under the Plan.

Class I C: This class consists of the second position trust

           deed indebtedness in the amount of $692,057 due 8332
           Case Street Inv. Inc., an entity controlled by an
           insider. 8332 Case St. Inv., Inc. shall take nothing
           under the Plan and will subordinate and otherwise
           cooperate with the Debtor.  This class is impaired
           under the Plan.

Class I D: This class consists of the claim of Yamaha Motor
           Corporation USA arising out of the lease of golf carts
           to the Debtor.  The Yamaha relationship is the subject
           of (1) Premier Golf Properties, LP v. Yamaha Golf Car
           Company and Yamaha Motor Manufacturing Corporation of
           America, case number 37-2011-00067450-CU-BT EC pending
           in the San Diego Superior Court and (2) Yamaha Motor
           Corporation v. Premier Golf Properties, LP, case number
           30-2010-00411742 pending in the Orange County Superior
           Court.  The litigations center upon allegations of
           serious defects in golf cart manufacture and the Debtor
           contends that it owes Yamaha nothing.  During the
           course of the Plan, Debtor will reserve the rental
           payments of $11,300 per month pending the outcome of
           the Yamaha litigation.  Yamaha is impaired under the
           Plan.

                        Unsecured Creditors

This group consists of unsecured claimants owed money by
reason of the provision of advances as well as for goods and
services to the Debtor.  The sum due the unsecured creditor body
is $1,941,410 consisting of $1,722,017 owed to two entities
controlled by insiders and $169,393 owed to non insider
unsecured creditors.  Unsecured creditors will consist of two
classes:

Class II A: This class consists of non insider unsecured
            creditors and totals $169,393.  The members of this
            class will be paid in full at the end of the 28 month
            plan performance period together with interest at the
            rate of 10% per annum calculated from and after the
            date of filing of the petition herein.  This class is
            impaired under the Plan

Class II B: This class consists of the $1,722,017 owed to the
            two entities controlled by insiders who have made
            advances to the Debtor over the past few years since
            its creation.  This class will receive no payments
            under the Plan until all other classes of creditor are
            paid in full, but the indebtedness due the members
            hereof will remain in existence; albeit subordinated
            to all other Plan obligations.  Once all other Plan
            obligations are paid, the Debtor shall commence
            repayment of this class.  This class is impaired under
            the Plan.

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/PREMIER_DS.pdf

A full-text copy of the Chapter 11 plan is available for free
at http://bankrupt.com/misc/PREMIER_PLAN.pdf

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club filed for Chapter 11 protection (Bankr. S.D.
Calif. Case No. 11-07388) on May 2, 2011.  Peter W. Bowie  is
presiding the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian represents the Debtor.  The Debtor estimated assets and
liabilities at $10 million to $50 million.


PREMIUM DEVELOPMENTS: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------------------
The Hon. Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington dismissed the Chapter 11 case of
Premium Development LLC.

The Court's ruling was based on the motion to dismiss or convert
brought by the U.S. Trustee and creditor, Harris Orchard, Co.
L.P., and the Debtor's failure to acquire financing for the
development of the property.

As reported in the Troubled Company Reporter on April 21, 2011,
the U.S. Trustee provided these reasons for his request:

   (a) Failure to file plan and disclosure statement;
   (b) Failure to file operating reports;
   (c) Delay in prosecuting the case to a confirmed plan;
   (d) Failure to file required reports of sale; and
   (e) Inability to propose a feasible plan and continuing loss
       to the estate.

                  About Premium Developments LLC

East Wenatchee, Washington-based Premium Developments, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
09-06746) on Dec. 4, 2009.  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Debtor in its restructuring
effort.  The Company estimated its assets and liabilities at
$10 million to $50 million.


PRIUM LAKEWOOD: Kevin Bay Replaces Timothy Dore as Bankr. Counsel
-----------------------------------------------------------------
Prium Lakewood Buildings LLC notified the U.S. Bankruptcy Court
for the Western District of Washington that Kevin A. Bay of Ryan
Swanson & Cleveland, PLLC is substituted for Timothy W. Dore of
Ryan Swanson & Cleveland, PLLC as counsel.

Mr. Bay can be reached at:

         Kevin A. Bay, Esq.
         RYAN, SWANSON & CLEVELAND, PLLC
         1201 Third Avenue, Suite 3400
         Seattle, WA 98101

Tacoma, Washington-based Prium Lakewood Buildings LLC owns several
parcels of commercial real property.  The properties comprise
Lakewood Colonial Center, an income-producing retail and office
center.  Prium Lakewood is owned by Prium Companies LLC.

Prium Lakewood filed for Chapter 11 bankruptcy protection on
October 19, 2010 (Bankr. W.D. Wash. Case No. 10-48621).  Timothy
W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, in Seattle,
Wash., assists Prium Lakewood in its restructuring effort.  Prium
Lakewood estimated its assets and debts at $10 million to $50
million as of the Petition Date.

Affiliates Chelsea Heights LLC (Bankr. W.D. Wash. Case No.
10-44959), Prium Kent Retail LLC (Bankr. W.D. Wash. Case No.
10-45715), Prium Meeker Mall LLC (Bankr. W.D. Wash. Case No.
10-45713), and Prium Tumwater Buildings LLC (Bankr. W.D. Wash.
Case No. 10-44962) filed separate Chapter 11 petitions.

Judge Paul B. Snyder confirmed on May 2, 2011, the amended plan
of reorganization.

The Plan centers on the restructuring of the Debtor's obligations
to the First Independent Bank, leasing the remaining vacant space
at the Lakewood Colonial Center (approximately 10%) and a sale or
refinance of the Center in 2013.


PRM REALTY: Has Until July 29 to File Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended the exclusive period of Peter R. Morris, President and
Chief Executive Officer of PRM, and PRM Realty Group LLC to file a
Chapter 11 plan of reorganization and seek confirmation of that
plan until July 29, 2011.

The Court has extended the Debtors' plan filing deadline for the
fourth time.

The request for extension of time in intended to accommodate Mr.
Morris' illness and treatment and to provide additional time for
him to obtain funding for a plan of reorganization in these
difficult capital markets.

                     About PRM Realty Group

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-30241) on
Jan. 6, 2010.  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.  Gerrit M.
Pronske, Esq., at Pronske & Patel, P.C., assists PRM Realty in its
bankruptcy effort.  PRM Realty disclosed $34,054,818 in assets and
$225,611,600 in liabilities as of the Petition Date.  No committee
of unsecured creditors has been appointed.


PRO MACH: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B+'
corporate credit rating to Ohio-based Pro Mach Inc. "At the same
time, we assigned a preliminary 'B+' issue-level to the company's
$255 million senior secured credit facility with a preliminary
recovery rating of '3', indicating our expectation of a meaningful
recovery (50%-70%) in a default scenario. The outlook is stable,"
S&P said.

"The preliminary ratings on Pro Mach reflect its aggressive
financial risk profile and its weak business risk profile," said
Standard & Poor's credit analyst Peter Kelly. "The company
operates in the competitive and highly fragmented industry
packaging equipment industry, and its scope of operations
is relatively narrow, marked by limited diversity in end-markets
and its mainly North American presence. These factors are
partially offset by the company's sizable installed base, its
breadth of integrated packaging solutions, and its low capital
intensity."

Upon closing of the proposed transaction, Pro Mach will be owned
by The Resolute Fund II, L.P., an affiliate of private equity
firm, The Jordan Company and certain members of Pro Mach's
management team.

The outlook is stable. "We expect modest growth and steady margin
performance over the next two years," said Mr. Kelly.


PRWIRELESS INC: S&P Affirms 'B' CCR; Outlook Remains Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Guaynabo, Puerto Rico-based PRWireless Inc.'s $71.5
million term loan B-2 due 2016. "The recovery rating is '3',
indicating our expectation of meaningful (50% to 70%)
recovery of principal in the event of a default," S&P said.

"At the same time, we affirmed other ratings on PRWireless,
including the 'B' corporate credit rating and the 'B' issue-level
and '3' recovery ratings on the existing aggregate $143 million of
senior secured credit facilities. The outlook remains stable," S&P
said.

The $71.5 million term loan B-2 is an addition to the existing
senior secured credit facilities, which consist of $127 million of
term loans due 2016 and a $15 million, undrawn revolver due 2014.
The company intends to use the proceeds of term loan B-2, plus
about $30 million of cash, to repay $94 million of preferred
equity and $6 million of common equity held by PRWireless'
private-equity owners. Pro forma for the new term loan, reported
debt was $199 million at March 31, 2011. "Including our
adjustments for the approximately $40 million of preferred stock
that will remain and for operating leases, pro forma debt was
about $275 million. We add the $133 million preferred stock (as of
April 30) at intermediate holding company PRWireless LLC to our
adjusted debt calculation, thus, use of the term loan B-2 proceeds
plus cash to pay down $94 million of that preferred, only
marginally reduces leverage. Pro forma for the new loan B-2,
adjusted debt/EBITDA will remain in the mid-4x area in 2011,
consistent with our view of an aggressive financial policy and
supportive of the 'B' corporate credit rating," S&P said.

"The ratings on PRWireless recognize a vulnerable business risk
profile," said Standard & Poor's credit analyst Richard Siderman,
"resulting from operating in a single, relatively small, and
highly competitive wireless market and a prepay wireless model
that is particularly sensitive to subscriber churn and customer
acquisition costs." "Other factors include a continuing weak
Puerto Rican economy with almost half of households below the
poverty line and aggressive leverage. Mitigating factors include
low cash cost per gross customer addition and cost per user
(typical of a prepay model), growth potential from relatively low
Puerto Rican wireless penetration and from higher end service
plans, a solid network, and government subsidies that improve
revenue visibility."


R&G FINANCIAL: Court Sets Aug. 16 Disclosure Statement Hearing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
conduct a hearing on Aug. 16, 2011, at 2:00 p.m. to consider
approval of the disclosure statement in support of R&G Financial
Corporaton's Chapter 11 Plan of Liquidation.

Pursuant to the Plan, liquidating RGFC will continue in operation
in order to monetize the remaining assets, continue litigation
with the FDIC and potentially pursue litigation against other
parties, and make distributions under the Plan.  The Plan
Administrator will be appointed on the Effective Date of the Plan
and will be responsible for implementing the Plan, subject to the
oversight of the Plan Committee.

The Plan designates 7 classes of claims and interests:

Class         Claim              Status         Voting Rights
-----   --------------------   ----------   ---------------------
  1    RGFC Secured Claims      Unimpaired   No (deemed to accept)
  2    Non-FDIC Priority        Unimpaired   No (deemed to accept)
       Claims
  3    FDIC Priority Claims     Impaired              Yes
  4    RGFC General Unsecured   Impaired              Yes
       Claims
  5    Subordinated Notes       Impaired              Yes
       Claims
  6    RGFC Preferred Stock     Impaired     No (deemed to reject)
       Interests
  7    RGFC Common Stock        Impaired     No (deemed to reject)
       Interests

Absent a successful resolution of the FDIC Priority Claims, no
distributions will be made to holders of Allowed Claims in
any RGFC Classes, other than Class 1 and Class 2.

Each holder of an Allowed Class 3 Claim will receive all Net Free
Cash as it is available until such Allowed Claim is paid in full.
The FDIC filed a Proof of Claim in the Chapter 11 case in an
unliquidated amount, but in excess of $3.4 million, based on an
alleged capital maintenance commitment made to a Federal
depository institutions regulatory agency, but does not include
documentation or evidence to substantiate the existence of its
alleged capital maintenance claim..  The Debtor believes that
ultimately, an FDIC Priority Claim will not be Allowed in any
amount.

Each Allowed General Unsecured Claim under Class 4, estimated to
range between $10.9 million and $15.4 million, will receive a Pro
Rata distribution of the Residual Net Free Cash.  The Projected
Recovery under the Plan is 0.30%-2.3%.

Each Allowed Subordinated Notes Claims under Class 5, estimated at
approx. $385 million, will receive a Pro Rata distribution of the
Residual Net Free Cash.  Projected Recovery under the Plan is
0.30%-2.3%.

RGFC Preferred Stock Interests under Class 6, and RGFC Common
Stock Interests under Class 7, are deemed canceled.

A copy of the disclosure statement is available at:

           http://bankrupt.com/misc/r&gfinancial.DS.pdf

San Juan, Puerto Rico-based R&G Financial Corporation was the
direct parent of R-G Premier Bank of Puerto Rico, a state-
chartered nonmember bank, through which RGFC primarily conducted
its business.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 10-04124) on May 14, 2010.
Brent R. McIlwain, Esq., Robert W. Jones, Esq., Esq., at Patton
Boggs LLP, in Dallas; and Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, in Hato Rey, P.R., serve as the Debtor's
bankruptcy counsel.  The Debtor disclosed US$40,213,356 in assets
and US$420,687,694 in debts as of the Petition Date.


RANCHO HOUSING: Company Working on Reorganization Plan
------------------------------------------------------
Xochitl Pena at the Desert Sun reports that Michael Reynolds, the
attorney representing Rancho Housing Alliance, said the Company is
working on a reorganization plan, which could take several months
to complete.   "This is not going to be a liquidation where the
agency ceases doing business," the report quotes Mr. Reynolds as
saying.  "This is a reorganization. What we will do is restructure
our debts so they are more manageable - especially the ones to
Coachella."

Based in Coachella, California, Rancho Housing Alliance, Inc.,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  In its petition, the Debtor
reported $10 million to $50 million in assets and debts.  The
petition was signed by Jeffrey A. Hays, executive director.


RASER TECHNOLOGIES: Wants to Hire Bayard PA as Delaware Counsel
---------------------------------------------------------------
Raser Technologies Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Bayard P.A. as Delaware counsel to provide legal advice
with respect to the Debtors' powers and duties as debtor-in-
possession in the continued operation of their business and
management of their properties.

A hearing is set for June 15, 2011, at 10:00 a.m., to consider
approval of the request.  Objections, if any, are due June 8,
2011.

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

   Directors                   $550-$840
   Associates and Counsel      $275-$550
   Legal Assistants            $175-$275

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

                     About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RASER TECHNOLOGIES: Wins Court OK for $12.5 Million DIP Loan
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Raser Technologies
Inc. won a Delaware bankruptcy court's blessing Wednesday for a
$12.5 million debtor-in- possession loan after appeasing wary
creditors by scrapping a plan to auction off ownership of the
reorganized company.

U.S. Bankruptcy Judge Kevin J. Carey signed off on the loan,
saying the financing would help preserve Raser's assets and give
it time to go through a proper Chapter 11 reorganization process,
according to Law360.

                          About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection  (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


RDK TRUCK: Wants to Hire Bajo Cuva to Handle Counterclaims
----------------------------------------------------------
RDK Truck Sales & Service Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida for permission to employ the law
firm of Bajo, Cuva & Cohen & Turkel, P.A., V. Stephen Cohen, Esq.
and Kenneth G. Turkel, Esq., as special counsel.

The law firm will represent the Debtor with respect to its
counterclaim against E-Z Pack Manufacturing, LLC, and Truck &
Parts of Tampa, Inc.

The hourly rates of the firm's personnel are:

         Mr. Cohen                  $300
         Mr. Turkel                 $300

Prepetition, the Debtor has an open balance with the law firm in
the amount of $13,018.  No payments will be made on the unsecured
claim except pursuant to a confirmed plan.

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

               About RDK Truck Sales & Service, Inc.

Tampa, Florida-based RDK Truck Sales & Service, Inc., specializes
in both the sale and rental of new and reconditioned waste
management vehicles.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-01877) on Feb. 1, 2011.
The Debtor disclosed $6,537,342 in assets and $15,799,215 in
liabilities as of the Chapter 11 filing.  An official committee of
unsecured creditors has not yet been appointed in the case.


RDK TRUCK: Gets Interim Court Approval to Use Cash Collateral
-------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida granted RDK Truck Sales and Service, Inc.
interim permission to use the cash collateral of its prepetition
lender People's United Equipment Finance Corporation pursuant to a
prepared budget.

In an order dated May 23, 2011, the Court ruled that the Debtor's
offer of adequate protection for People's United is reasonable and
is thus authorized.  Adequate protection payments will be made on
the 15th of each month until further Court order.  The payments
will enjoy a three-day grace period.

The Debtor is directed to provide People's United with weekly
reports consisting of all expenses, income, inventory levels, etc.

People's United consents and the Debtor is authorized to pay the
$16,175, or whatever amount is necessary to reinstate that certain
life insurance policy premium on Richard D. Kemner's life
insurance policy that was pledged to People's United as additional
collateral.

All parties who have filed a UCC1 Financing Statement will be
provided with a postpetition lien equal in validity, extent and
priority as it existed prepetition until further Court order.


Tampa, Florida-based RDK Truck Sales & Service, Inc., specializes
in both the sale and rental of new and reconditioned waste
management vehicles.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-01877) on Feb. 1, 2011.
Alberto F Gomez, Jr., Esq., at Morse & Gomez, PA, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


REEMA HOSPITALITY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Reema Hospitality, Inc.
        dba Hampton Inn - Melbourne
        852380 US Hwy 17
        Yulee, FL 32097

Bankruptcy Case No.: 11-08741

Chapter 11 Petition Date: June 9, 2011

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

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

Scheduled Assets: $2,383,363

Scheduled Debts: $3,540,188

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-08741.pdf

The petition was signed by Hasmukh Patel, president.


RENASCENT INC: Disclosure Statement Hearing Continued to Sept. 20
-----------------------------------------------------------------
In an order dated May 26, 2011, the U.S. Bankruptcy Court for the
District of Montana continued to Sept. 20, 2011, at 9:00 a.m., the
hearing to consider approval of Renascent, Inc.'s disclosure
statement for its Chapter 11 Plan of Reorganization.

                       The Chapter 11 Plan

As reported in the Feb. 7, 2011 edition of the Troubled Company
Reporter, Renascent, Inc., submitted to the U.S. Bankruptcy Court
for the District of Montana a proposed Plan of Reorganization and
an explanatory Disclosure Statement.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan contemplates a
combination of:

   a. developing and selling of the Debtor's real estate; and

   b. continuing claims against State of Montana and Ravalli
      County, and commencing claims as appropriate, against other
      parties obligated to the Debtor including but not limited to
      Bank of America.

The proposed Chapter 11 Plan will treat claims as:

   -- The Debtor reserves every right to institute an adversary
      proceeding to determine validity and extent of claim of
      Class II secured claim of Thornburg Mortgage Securities
      Trust/BAC Home Loan Financing.  Once filed, there will be no
      payments until the Court determines whether a valid debt is
      owed to this creditor.  In the event there is a final
      determination in favor of this creditor, the amount of the
      debt will be paid with 4% per annum interest only monthly
      payments with a balloon payment at five years after
      confirmation of the Chapter 11 Plan.  In the event the
      collateral securing the loan is sold, the creditor will be
      paid in full if determination is made the creditor has a
      valid lien.

   -- Secured claims of Farmers State Bank, Rebecca De Silva,
      Melahn Family Trust, and Ruth Havican will be paid with 4%
      per annum interest only monthly payments to begin 180 days
      after confirmation of the Chapter 11 Plan.

   -- The Debtor will pay unsecured creditors whose claims are
      allowed plus accruing interest at 4% per annum with four
      annual interest only payments commencing one year after Plan
      confirmation.  The remaining balance of all unsecured claims
      and any accrued interest will be paid in full through a
      balloon payment at five years after the Plan confirmation
      date.

   -- All creditors with claims of $500 will be paid in full
      180 days after the confirmation.  In addition, all creditors
      with claims exceeding $500 that agree to accept $500 in
      satisfaction of their claims will also be paid in full 180
      days after the confirmation.

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

                      About Renascent, Inc.

Victor, Montana-based Renascent, Inc, filed for Chapter 11
bankruptcy protection (Bankr. D. Mont. Case No. 10-62358) on
Sept. 29, 2010.   In its schedules, the Debtor disclosed
$13,131,199 in assets and $7,278,420 in debts as of the Petition
Date.  Jon R. Binney, Esq., who has an office in Missoula,
Montana, serves as bankruptcy counsel to the Debtor.


REYNOLDS GROUP: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Reynolds
Group Holdings Ltd., including its 'B+' corporate credit rating,
on CreditWatch with negative implications. The action follows
Reynolds' announcement that it has negotiated definitive terms and
conditions to acquire Graham Packaging Co. LP for $25 per
share in cash, or approximately $4.5 billion including assumed net
debt.

The CreditWatch placement reflects the likelihood that Standard &
Poor's will lower its ratings on Reynolds and its debt issues if
it completes its acquisition of Graham as proposed, because of the
resulting increase in debt leverage. Reynolds has indicated that
it intends to use up to $5 billion of new debt financing along
with existing cash to finance the acquisition and repay Graham's
existing credit facilities.

"Reynold's debt leverage is already high, in our opinion,
following its mostly debt-financed acquisition of Pactiv Corp. in
November 2010," said Standard & Poor's credit analyst Cynthia
Werneth. "Although management has a good track record of achieving
targeted cost reductions and lowering debt following acquisitions,
the purchase of Pactiv [Reynolds' largest to date] stretched the
company's financial risk profile and left no room for another
large debt-financed acquisition."

Reynolds is owned by Rank Group, a New Zealand-based private-
equity firm controlled by a single individual. Reynolds is one of
the world's leading and most diversified consumer and foodservice
packaging providers, with roughly $10 billion in annual revenues
and about a quarter of total sales coming from Reynolds and Hefty
brand products. The majority of Reynolds' operations are in
the U.S. The company's offerings include aseptic and fresh carton
packaging, consumer foil, food bags and wraps, waste bags,
disposable tableware and cookware, beverage closures, and food
service packaging.


RIO RANCHO: Gets Court OK to Obtain $15,000 Unsecured Loan
----------------------------------------------------------
The Hon. Catherine E. Bauer authorized Rio Rancho Super Mall, LLC,
to incur unsecured debt through a loan from Rio Rancho
Enterprises, LLC, in an amount not to exceed $15,000 on certain
conditions.

The sum of $5,000 may be immediately deposited into the
Debtor's general operating account and may be utilized for its
ordinary and necessary operating expenses.

The remaining $10,000 will remain available to the Debtor as
a line of credit.  In the event the Debtor needs to access this
credit line, it should provide five business days advance written
notice to all creditors and the Office of the United States
Trustee.

The loan will incur interest at the rate of 6% per annum.

In the event of an emergency situation requiring the Debtor to
have immediate access to its line of credit, the Debtor and all
interested parties are authorized to participate in a telephone
hearing with the Court to address the situation.

On or before the date of the filing of the Debtor's Disclosure
Statement and Plan of Reorganization, the lender will make an
election as to whether or not it intends to convert its claim for
repayment of the sums borrowed to equity in the reorganized
Debtor.

Moreno Valley, California-based Rio Rancho Supermall, LLC, owns,
manages and operates a commercial property known as the Rio Rancho
Super Mall that is utilized as an indoor swap-meet and retail
mall.  It filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-16835) on March 2, 2011.  Thomas E. Kent,
Esq., who has an office in Los Angeles, California, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed $7,691,584 in
assets and $12,253,866 in debts as of the Chapter 11 filing.


RIVER ROAD: Objects to Lenders' Chapter 11 Plan
-----------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that River Road Hotel
Partners LLC objected in Illinois on Monday to a Chapter 11 plan
proffered by lenders Amalgamated Bank and the U.S. Bank National
Association, arguing that the proposal asks it to accept far too
much liability.

Law360 relates that the lenders and other creditors plan to sell
off River Road's luxury hotels in Chicago and Los Angeles to pay
down the company's debt, but the properties must first be turned
over to a "plan transferee."

                       Hearing Today on Plan

The bankruptcy court will convene a hearing today, June 16, 2011,
at 11:00 a.m. a hearing to consider the Chapter 11 plan proposed
by the secured lenders, Amalgamated Bank and U.S. Bank
National Association, for the Debtors.

A hearing is set for June 16, 2011, at 11:00 a.m., to consider
confirmation of the Lenders Plan.

Under the Plan, all distributions to creditors will be made either
(i) from the proceeds of those Creditors' own collateral or (ii)
from cash contributed by the lenders to make distributions to
those creditors, plus a share of proceeds of those avoidance
actions that are transferred to a liquidating trustee.

First lien lenders have filed claims in the aggregate amount of
$162.09 million.  Under the Plan, all of the lenders' collateral
will be transferred to an entity designated and controlled by the
lenders.  The most recent appraisals obtained by the lenders for
the assets aggregate $85.95 million, implying that the lenders may
have unsecured deficiency claims totaling $52.79 million.

General unsecured claims are estimated to aggregate between
$6,155,910 and $7,238,617.  The lenders will contribute $725,000
of their cash collateral to create an estimated recovery for Class
5 creditors of approximately 10%.  In addition, creditors will
receive their pro rata share of any net proceeds of those
avoidance actions that are brought by the liquidating trustee
under the Plan.

Under the Plan, the lenders will waive any distributions on
account of their deficiency claims.  They will, however, retain
the right to vote their deficiency claims.

All equity interests and ownership interests in the Debtors will
be extinguished under the Plan, and holders of these interests
will receive no distributions.

A full-text copy of the red-lined version of the Third Amended
Chapter 11 Plan is available for free at
http://ResearchArchives.com/t/s?7580

A full-text copy of the red-lined version of the Third Amended
Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?757f

                   About River Road Hotel Partners

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both are ultimately
controlled owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.  Terrence O'Brien & Co.
serves as the Debtors' appraiser, and Madigan & Getzendanner as
serves as the Debtors' special counsel.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047), estimating assets at
$50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represent Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represent U.S. Bank.


RIVERBEND COMMUNITY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Riverbend Community, LLC
        644 Arrowgrass Lane
        New Castle, DE 19720

Bankruptcy Case No.: 11-11771

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Shannon D. Leight, Esq.
                  CIARDI CIARDI & ASTIN
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: agiuliano@ciardilaw.com

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

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

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

The petition was signed by Joseph L. Capano, Sr., managing member.


ROCK & REPUBLIC: Liquidating Trustee Takes Aim at Former CEO
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the official charged with
liquidating the remainder of Rock & Republic Enterprises Inc.'s
assets is taking aim at company founder Michael Ball, accusing him
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.

                         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 are to be
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.


RW LOUISVILLE: Hearing on WF Dismissal Motion Continued to Aug. 16
------------------------------------------------------------------
As reported in the TCR on May 5, 2011, Wells Fargo Bank N.A.,
formerly Wells Fargo Bank Minnesota, N.A., asked the U.S.
Bankruptcy Court for the Western District of Kentucky to dismiss
the Chapter 11 case of RW Louisville Hotel Associates LLC.

According to the bank, the Court should dismiss the Debtor's
Chapter 11 proceeding for "cause" because the Debtor lacked proper
corporate authority to commence the proceeding.

On May 16, 2011, the Bankruptcy Court continued the haring on
Wells Fargo Bank's dismissal motion be continued to Aug. 11, 2011,
at 10:00 a.m.

                      About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg,
Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at
Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville
in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


RW LOUISVILLE: Confirmation Hearing to be Held Beginning July 15
----------------------------------------------------------------
On May 3, 2011, the U.S. Bankruptcy Court for the Western District
of Kentucky approved the Third Amended Disclosure Statement
explaining RW Louisville Hotel Associates LLC's Third Amended Plan
of Reorganization, pursuant to 11 U.S.C. Sec. 1125.

The confirmation hearing will be held beginning on July 13, 2011,
at 9:30 a.m. (Eastern Time) and continuing through July 15,
2011, if necessary.

The Third Amended Plan provides for the Debtor to emerge from
Chapter 11 as a reorganized debtor continuing to operate a full-
service Holiday Inn hotel, made possible by a restructuring of the
Debtor's secured and unsecured debt.

Under the Plan, the Debtor will pay general unsecured claims 25%
of their value, pro rata, with 36 equal monthly payments beginning
six months after the effective date of the Plan.  Priority general
unsecured claims will be paid in full but without interest with
six equal monthly payments beginning upon the Effective Date.

The Debtor will pay the De Minimis claims 80% of their value,
without interest, within 30 days of the effective date.

A full-text copy of the Third Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?75fd

A full-text copy of the Third Amended Chapter 11 Plan is available
for free at http://ResearchArchives.com/t/s?75fe

                      About RW Louisville

Louisville, Kentucky-based RW Louisville Hotel Associates, LLC,
aka Holiday Inn Hurstbourne, owns a hotel property located at 1325
South Hurstbourne Parkway, Louisville, Kentucky 40222.  It is an
independent franchisee of InterContinental Hotels Group and
operates a 271-room full-service Holiday Inn on the Real Property
and employs approximately 110 employees.

RW Louisville filed for Chapter 11 protection (Bankr. W.D. Ky.
Case No. 10-35356) on Oct. 8, 2010.  Emily Pagorski, Esq., and
Lea Pauley Goff, Esq., J. Kent Durning, Esq., James S. Goldberg,
Esq., Lea Pauley Goff, Esq., and Matthew R. Lindblom, Esq., at
Stoll Keenon Ogden PLLC, in Louisville, Ky., assist RW Louisville
in its restructuring effort.  RW Louisville estimated
its assets and debts at $10 million to $50 million at the Petition
Date.


S & C INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: S & C Investments, LLC
        1705 Dock Street, #307
        Tacoma, WA 98402

Bankruptcy Case No.: 11-44722

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Jeffrey P. Helsdon, Esq.
                  OLDFIELD & HELSDON PLLC
                  1401 Regents Boulevard, Suite 102
                  Fircrest, WA 98466
                  Tel: (253) 564-9500
                  E-mail: jhelsdon@tacomalawfirm.com

Scheduled Assets: $9,584,532

Scheduled Debts: $7,149,110

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wawb11-44722.pdf

The petition was signed by Steven P. Dunkin, managing member.


S & Y ENTERPRISES: Files 2nd Amended Plan & Disclosure Statement
----------------------------------------------------------------
S & Y Enterprises, LLC, delivered to the U.S. Bankruptcy Court for
the Eastern District of New York its Second Amended Chapter 11
Plan and Disclosure Statement dated May 11, 2011.

The Second Amended Disclosure Statement relates that the source of
Plan funding will be from proceeds of a sale of the real estate
owned by S&Y Enterprises and Sky Lofts to Bedford JV LLC, which
sale is for $21 million.

The Amended Disclosure Statement also identifies more holders of
claims against the Debtor.

Capital One Bank, N.A., has a $5.6 million secured mortgage claim
against the Debtor, CAB Bedford LLC a $600,000 secured mortgage
claim, and Galster Funding LLC a $750,000 secured mortgage claim.

The Internal Revenue Service has a priority unsecured claim in an
unknown amount against the Debtor, and the New York State Dept. of
Taxation and Finance a $100 unsecured claim.

Non-insider general unsecured claims are estimated to range from
$39,682 to $940,251.  Insider general unsecured claims are
estimated to be $2.2 million.

Yehuda Backer has a 99% equity interest in the Debtor and Ruthe
Backer has a 1% equity interest in the Debtor.
Holders of secured claims, priority unsecured claims and non-
insider general unsecured claims will be receive full payment of
their allowed claims under the Plan.  Holders of Insider General
Unsecured Claims will be paid on a pro-rata basis with the
remainder of sale proceeds, after the payment all other claims.

A full-text copy of the May 11 Disclosure Statement is available
for free at http://bankrupt.com/misc/S&YEnt_May11DS.pdf

                   About S & Y Enterprises, LLC

Brooklyn, New York-based S & Y Enterprises, LLC, own and maintain
real estate.  The Company filed for Chapter 11 protection on
November 11, 2010 (Bankr. E.D.N.Y. Case No. 10-50623).  David
Carlebach, Esq., who has an office in New York, assists the Debtor
in its restructuring effort.  In its amended schedules, the
Company disclosed $20,200,095 in assets and $8,707,506 in
liabilities.


SARGENT RANCH: Ch. 11 Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------------
Douglas Wilson, the Chapter 11 trustee for the Chapter 11
bankruptcy case of Sargent Ranch LLC, asks the Hon. Peter W.
Bowie of the U.S. Bankruptcy Court for the Southern District of
California to convert the Debtor's case to Chapter 7 liquidation
proceeding.

A hearing is set for June 20, 2011, 4:00 p.m., to consider the
trustee's request.

The trustee tells the Court that it has received a substantial
offer to purchase the Debtor's real property.  Sargent Ranch
Acquisition Company, the proposed purchaser, will pay the estate
$10 million and a 30% equity stake in the buyer in exchange for
the real property.  Based upon projections provided by the buyer
to the trustee, the trustee believes that under a realistic plan
for development of the property, the equity stake will result on
distributions to the estate of $77 million over a period of 10
years, in addition to the purchase price of $10 million, with no
requirement for new capital.

The trustee adds that the proposed sale will result in immediate
recognition of cash in excess of the current appraised value of
the property, and equity in the buyer that the estate will receive
the benefit of any increase in value of the property on account of
new capital and development.

                        About Sargent Ranch

La Jolla, California-based Sargent Ranch, LLC, filed for Chapter
11 bankruptcy (Bankr. S.D. Calif. Case No. 10-00046) on Jan. 4,
2010.  Douglas P. Wilson was appointed Chapter 11 Trustee on
Jan. 11, 2011.  John L. Smaha, Esq., at Smaha Law Group, APC,
assists the Company in its restructuring effort.  The Company
estimated its assets at $500 million to $1 billion and debts
$50 million to $100 million.  The U.S. Trustee has been unable to
form an official creditors committee in the case.

A plan of reorganization has been filed by the Debtor.  The Plan
provides that the secured creditors will be receiving substitute
collateral through a liquidating trust.  As of the effective date,
all liens and encumbrances on the Sargent Ranch property in
existence prior to the effective date will be eliminated and
replaced by the deed of trust held by the liquidating trust.
General and subordinated unsecured claims will be paid in full
without interest after the payment in full of all secured claims.
The payments will be paid pro rata semi-annually by the
distribution agent from the operating distribution fund.
The unsecured creditors can expect payments in full by year 2017.

Sargent Ranch's Plan did not prosper and Douglas P. Wilson was
appointed as Chapter 11 Trustee.  Mr. Wilson is represented by
lawyers at Higghs, Fletcher & Mack LLP.  Douglas P. Wilson
Companies provides accounting and real estate development related
services to the bankruptcy estate.


SBA COMMS: Moody's Assigns 'Ba2' Rating to New Credit Facility
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to a new senior
secured credit facility to be issued by SBA Senior Finance II LLC,
an indirect wholly-owned subsidiary of SBA Communications
Corporation. The credit facility consists of a $500 million 7-year
term loan and a $500 million 5-year revolving credit facility. The
term loan proceeds are expected to be utilized for repaying
existing outstanding revolving credit loans and for general
corporate purposes. As part of the rating action, Moody's
downgraded the senior unsecured note ratings for SBA
Telecommunications, Inc., an indirect wholly-owned subsidiary of
SBAC to B1 from Ba3, based on worsening Loss Given Default
expectations given the addition of new debt in SBAC's capital
structure that ranks above the SBAT senior unsecured notes. In
addition, Moody's upgraded the company's liquidity rating to SGL-1
from SGL-2, reflecting the improvement in the company's short-term
liquidity profile, as proforma for the new senior secured credit
facility, SBAC has restored healthy cash balances and full access
to its $500 million revolver.

Moody's also affirmed the company's Ba3 corporate family rating
and Ba3 probability of default rating, and the stable outlook,
although Moody's Vice President -- Senior Credit Officer, Gerry
Granovsky said, "Moody's remains concerned about the company's
future leverage levels and free cash flow generation in light of
changing tower industry conditions, where for the first time, the
previously symbiotic relationship between tower operators and
wireless carriers may turn adversarial as carriers look to cut
costs, while towers look to protect cash flows." As Sprint-Nextel
has announced plans to shut down the Nextel iDen network over the
next three years, the carrier said it will decommission up to
20,000 cell sites. In addition, the pending AT&T acquisition of T-
Mobile creates uncertainty over the T-Mobile cell sites. Moody's
estimates that SBAC generates over 6% of revenues from T-Mobile
sites that are colocated on the same towers as AT&T. Moreover, the
total revenue and EBITDA impact may be greater if AT&T shuts down
more T-Mobile sites. Although Moody's believes this revenue loss
will be managed over the many years remaining on the tower leases
and favorable long-term wireless-data trends call for more cell-
site capacity down the road, the rating agency is concerned that
if SBAC does not achieve previously expected revenue and EBITDA
growth, it may use its cash flows to boost shareholder returns and
possibly maintain elevated leverage-moves that would weigh on
ratings over the next four to five years. Still, over the next two
years, overall adjusted Debt/EBITDA leverage is expected to
organically decline, as SBAC adds more carrier tenants to its
towers and enters international markets, and, in addition, the
company's credit profile will see improvement from overall
wireless industry network traffic growth. Therefore, the potential
loss of the iDen and T-Mobile sites weighs more on limiting the
upward rating direction for the company, rather than providing
near-term negative rating pressure.

Assignments:

  Issuer: SBA Senior Finance II LLC

   -- $500 million Senior Secured Term Loan, Assigned Ba2, LGD3-
      37%

   -- $500 million Senior Secured Revolver, Assigned Ba2, LGD3-37%

Upgrades:

  Issuer: SBA Communications Corporation

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

Downgrades:

   Issuer: SBA Telecommunications Inc.

   -- $375 million Senior Unsecured Notes due 2016, Downgraded to
      B1, LGD4-69% from Ba3, LGD4-59%

   -- $375 million Senior Unsecured Notes due 2019, Downgraded to
      B1, LGD4-69% from Ba3, LGD4-59%

RATINGS RATIONALE

SBAC's Ba3 CFR reflects the company's high debt load and adjusted
leverage relative to peers, which is due in large part to debt-
financed acquisitions, capital expenditures and increasing stock
buy-backs. The rating does consider the company's scale as well as
the stability of much of its revenues and cash flow generation,
which are predominantly derived from contractual relationships
with the largest wireless operators in the U.S. Moody's believes
that the fundamentals of the wireless tower sector are likely to
remain favorable through the next several years. SBAC's
demonstrated strong earnings and cash flow momentum enabled it to
maintain a consistent leverage profile over the last two years
even as the company continued to add new debt. Finally, the rating
reflects Moody's view that SBAC will likely remain acquisitive
over the rating horizon, and that it will target adjusted
Debt/EBITDA leverage in the 8.0x range. In addition, the future
revenue losses from site decommissions by Sprint-Nextel and T-
Mobile are likely to be offset in the near term by the firm
contracts that SBAC has with the carriers and by increasing
revenue from carriers upgrading and augmenting their cell site
equipment as they upgrade to fourth generation (4G) wireless
networks.

The SGL-1 liquidity rating reflects Moody's view that SBAC will
have very good liquidity characterized by solid cash balances and
strong operating cash flow that should be sufficient to fund the
anticipated capital expenditures, acquisitions and ongoing stock
buyback activity. In addition, with the pending refinancing, SBAC
will regain full access to its $500 million revolver. Moody's also
expects the company to have ample head room in its maintenance
covenants.

A significant portion of SBAC's debt resides in special purpose
securitization vehicles. The significant cash flow that is
generated by tower assets that are encumbered by the SPVs could
affect the ultimate recoveries for the traditional corporate
creditors. As a result, SBAC's Loss Given Default framework
includes the effect of the SPVs in its capital structure, and
these instruments are included in SBAC's consolidated waterfall of
debts. The new senior secured credit facilities are rated Ba2
(LGD3-37%), one notch higher than the CFR due to the collateral
coverage of these debt obligations. The senior unsecured notes at
SBATare rated B1 (LGD4-69%). Moody's notes that as part of the
refinancing, SBAC has moved about 1,200 towers out of the
restricted group securing the new credit facilities. Moody's
believes these towers can be bundled in a collateral package for a
debt issuance down the road. Thus, more senior secured debt in the
capital structure could put pressure on the ratings of the
existing senior unsecured debt and also converge the ratings on
the senior secured debt towards the Ba3 corporate family rating.

Rating Outlook

The outlook is stable as Moody's believes that the fundamentals of
the wireless tower sector are likely to remain favorable through
the next several years and SBAC's good market position will enable
its strong earnings and cash flow momentum to enable it to be in a
position to organically delever, as it benefits from a full year's
contribution of the cash flows from the acquired towers. In
addition, the outlook reflects Moody's view that SBAC will likely
remain acquisitive over the ratings horizon, and will target
adjusted Debt/EBITDA leverage of around 8x.

What Could Change the Rating - Up

The ratings may be considered for an upgrade if SBAC delivers
these adjusted key credit metrics on a sustained basis:
Debt/EBITDA of 7x, (EBITDA-Capex)/Interest approaching 2x, Free
Cash Flow/Debt greater than 5%.

What Could Change the Rating - Down

The ratings may face downward ratings pressure if weakening
industry fundamentals or the Company's aggressive expansion plans
result in these adjusted key credit metrics on a sustained basis:
Debt/ EBITDA over 8.5x, (EBITDA-Capex)/ Interest coverage
remaining in the 1.0x range and Free Cash Flow/ Debt in the low
single digits on a sustained basis.

The principal methodology used in rating SBA was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


SBA COMMUNICATIONS: S&P Assigns 'BB' Rating to Term Loan B
----------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' issue-level
rating and '1' recovery rating to SBA Senior Finance II LLC's
proposed $500 million term loan and its $500 million amended and
extended revolving credit facility.

"At the same time, we lowered the rating on subsidiary SBA
Telecommunications Inc.'s senior unsecured debt to 'B+' from 'BB-'
and revised the recovery rating on that debt to '4' from '2'. The
'4' recovery rating indicates expectations for average (30%-50%)
recovery of principal in the event of payment default," S&P said.

"In addition, we affirmed our 'B+' corporate credit rating on Boca
Raton, Fl.-based wireless tower operator parent SBA Communications
Corp. The outlook is stable," S&P said.

"The lowering of the issue-level rating on SBA Telecommunications'
unsecured debt reflects revised recovery prospects stemming from
the increase in structurally and contractually senior debt at SBA
Senior Finance II LLC," explained Standard & Poor's credit analyst
Catherine Cosentino. The effect of this additional debt is only
partially offset by SBA's removal of certain towers from the
secured collateral pool, which provides some additional value
in our default scenario for unsecured creditors.


SELECTED ARROW: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Selected Arrow Enterprises, Inc.
        dba Arrow Fuel Oil Co
        dba C.O.D. Oil Co.
        dba Concord Fuel Co.
        dba Atlantic Fuel Co.
        dba Melrose Fuel Oil Co.
        463-469 Lyons Avenue
        Newark, NJ 07112

Bankruptcy Case No.: 11-27859

Chapter 11 Petition Date: June 10, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Daniel M. Eliades, Esq.
                  FORMAN HOLT ELIADES & RAVIN LLC
                  80 Route 4 East
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  E-mail: deliades@formanlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-27859.pdf

The petition was signed by Edward F. Monto, Jr., president.


SHAMROCK-SHAMROCK: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Shamrock-Shamrock Inc. filed with the U.S. Bankruptcy Court for
the Middle District of Florida, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property               $12,091,327
B. Personal Property              $715,031
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $17,007,078
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $14,123
                              ------------         --------------
      TOTAL                    $12,806,358            $17,021,201

                     About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


SHAMUS HOLDINGS: 1st Cir. Says Bankruptcy Tolled Foreclosure
------------------------------------------------------------
WestLaw reports that the statutory period for a mortgagee to
commence a judicial foreclosure action was tolled by the
mortgagor's filing of a bankruptcy petition.  The mortgagee failed
to record an extension of the mortgage pursuant to the
Massachusetts Obsolete Mortgages Statute.  However, the mortgagee
was not under any legal compulsion to choose option of obtaining
extension but, rather, was free to choose the option of judicial
foreclosure.  In re Shamus Holdings, LLC, --- F.3d ----, 2011 WL
2239325 (1st Cir.).

This decision reverses the bankruptcy court's decision in In re
Shamus Holdings, LLC, --- B.R. ----, 2009 WL 2407664 (Bankr. D.
Mass.), profiled in the Aug. 31, 2009, edition of the Troubled
Company Reporter.

Shamus Holdings, LLC, filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 07-14572) on July 25, 2007, estimating more than
$1 million in assets and less than $50,000 in debts.  The Debtor's
lawyer is Charles A. Dale, III, Esq., at McCarter & English, LLP,
in Boston.


SIGG SWITZERLAND: Trustee Shows Concerns Over Speedy Sale Timeline
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a federal watchdog accused
Sigg Switzerland USA Inc. of devising a bankruptcy auction
proposal that shuts out competitors and unfairly benefits its
parent company, aluminum water bottle maker Sigg Switzerland AG.

                     Abotu Sigg Switzerland

Stamford, Connecticut-based Sigg Switzerland USA Inc., which is
behind the bold and ubiquitous Sigg aluminum water bottles sold in
the U.S., has filed for Chapter 11 bankruptcy protection, weary
from fending off customer concerns over the controversial BPA
chemical found in some earlier models of its popular canteens.
The Company has faced class actions, alleging misrepresentations,
breach of warranty and violation of consumer-protection laws.

SIGG Switzerland filed a Chapter 11 bankruptcy petition (Bankr. D.
Conn. Case No. 11-51024) on May 20, 2011.  Robert E. Kaelin, Esq.,
and Robert A. White, Esq., at Murtha, Cullina, Richter And Pinney,
serve as counsel to the Debtor.  The Debtor estimated $1 million
to $10 million in assets and up to $50 million in liabilities as
of the Chapter 11 filing.


SMART DATA: CA Upholds Lower Court Ruling to Liquidate Firm
-----------------------------------------------------------
The Associated Press reports that the Court of Appeals has upheld
a lower court ruling that liquidated Smart Data Solutions, LLC,
and affiliated companies.  The appeals court, in a decision
released June 6, agreed that the companies were insurance
businesses.  The state had shut down and liquidated the companies
on grounds they were selling phony medical insurance policies,
according to the AP.  The companies claimed they were not insurers
under Tennessee law.

In March 2010, the Tennessee Attorney General filed a petition in
Davidson County Chancery Court on behalf of the Tennessee
Department of Commerce & Insurance against Smart Data Solutions
LLC, American Trade Association LLC, Service America Assurance,
Bart Posey Sr, Angie Posey, Obed Kirkpatrick Sr, Linda
Kirkpatrick, Richard H Bachman, Kristy Wright, William M Worthy II
and Colin Youell for engaging in activities that have mislead
consumers into believing they had bought insurance.  The petition
seeks to have Leslie Newman, Commissioner for TDCI, appointed as
receiver, as well as liquidation of the respondents assets.

On April 27, 2010, the Court concluded that the businesses are
insolvent and shall be liquidated.


SMART MODULAR: Moody's Assigns 'B2' CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
SMART Modular Technologies (Global), Inc., a holding company which
will contain SMART Modular Technologies (WWH), Inc.'s memory
business after separating the Parent's storage operations. Moody's
also assigned a B1 rating to the Company's $50 million of "first-
out" revolving credit facility and a B2 rating to its $300 million
of Term Loan B which are being issued in conjunction with the
Parent's proposed leveraged buyout by Silver Lake Partners. The
ratings outlook is stable.

RATINGS RATIONALE

Pro forma for the proposed acquisition and separation of the
storage business, Moody's estimates that SMART's Debt-to-EBITDA
leverage will increase to about 3.5x at close of the transactions,
compared to the Parent's leverage of 0.7x for the LTM February
2011 period (incorporating Moody's standard analytical
adjustments). The B2 CFR reflects SMART's moderately high
leverage, particularly in the context of its concentration in the
DRAM memory module business which is characterized by rapid
technological changes, short product life cycles, at times
significant pricing pressure and generally large fluctuations in
supply and demand. The B2 CFR also incorporates SMART's high
business risks resulting from its intensely competitive and highly
cyclical industry, and the Company's high customer concentration
(top three customers represented 52% of its fiscal year 2010
revenues) and the lack of long-term contractual agreements with
Original Equipment Manufacturers (OEMs).

The rating is strongly supported by the Company's strong market
share in the Brazilian DRAM market where it has a competitive
advantage through its local DRAM IC packaging and memory module
manufacturing facilities, benefiting from the Brazilian
government's incentives to encourage local semiconductor
manufacturing and R&D investments. Despite its high geographic
concentration of revenues (approximately 50% currently) in Brazil,
Moody's believes the Company is favorably positioned as a local
DRAM supplier with large market share in a rapidly expanding
market. In Moody's view, the Company's business risks are
mitigated further given its leading position as an independent
third party specialty memory modules supplier as well as its long
standing relationships with its large OEM customers.

The ratings for the credit facilities incorporate Moody's recovery
expectations for the facilities in light of the fact that certain
overseas assets will be excluded from the collateral pool and
while the Company intends to provide a first-lien security
interest in its Brazilian assets, where a substantial portion of
its assets reside, in the event of default lenders will need to
enforce guarantees and claims across multiple jurisdictions, which
could result in delays and/or erosion in value of assets.

The stable ratings outlook reflects Company's good projected
liquidity over the next 18-to-24 months, Moody's expectations of
good revenue and cash flow growth prospects, mainly from its
Brazilian memory modules business, which should drive leverage to
less than 3.0x over the next 12 to 18 months.

Although a ratings upgrade is not anticipated in the near term,
SMART's ratings could be upgraded if the Company grows market
share in its core businesses and its profitability increases such
that it could sustain Debt-to-EBITDA of less 2.5x and free cash
flow/Total Debt exceeds 10%. These leverage levels would give the
Company flexibility to weather temporary weaknesses in demand
through industry cycles.

Conversely, SMART's ratings could be downgraded if extended severe
industry conditions and/or poor execution cause SMART's
profitability to deteriorate, its market shares declines, and
liquidity becomes weak. Specifically, sustained free cash flow
deficits or inability to sustain Debt-to-EBITDA leverage below
4.0x could trigger a downgrade.

Moody's has assigned these ratings:

   Issuer: SMART Modular Technologies (Global), Inc

   -- Corporate family rating -- B2

   -- Probability-of-default rating -- B2

   -- $50 million 1st lien "First-Out" Senior Secured Revolving
      Credit Facility due 2016 -- B1 (LGD3 - 40%)

   -- $300 million 1st lien Senior Secured Term Loan due 2018 --
      B2 (LGD3 - 49%)

Outlook Assignments:

   Issuer: SMART Modular Technologies (Global), Inc.

   -- Outlook: Stable

These ratings will be withdrawn:

   Issuer: Smart Modular Technologies (WWH), Inc.

   -- Corporate family rating -- B1

   -- Probability-of-default rating -- B1

   -- $125 million ($55 million outstanding) 2nd lien Senior
      Secured Notes due 2012 at B1 (LGD3 - 45%)

The gross proceeds from the Term Loan B offering, coupled with the
$369 million of financial sponsors' equity and SMART's excess cash
on hand, will be used to purchase SMART Modular's outstanding
common stock for $645 million, repay its $55 million of
outstanding senior notes, and pay transaction fees and expenses.
The ratings and outlook are subject to the review of final
documentation of the financing transaction. Moody's will withdraw
the ratings for the Parent and its $55 million of outstanding debt
upon closing of the transaction and full repayment of senior
notes.

The last rating action was in January 2010, when Moody's affirmed
SMART's CFR at B1 and revised its ratings outlook to stable from
negative

The principal methodology used in rating SMART Modular
Technologies (Global), Inc. was Moody's Global Semiconductor
Industry Methodology, published in November 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Moody's subscribers can find additional information in the SMART
Credit Opinion published on www.moodys.com.

SMART Modular Technologies (Global), Inc. is headquartered in
Newark, California and incorporated in the Cayman Islands, makes
custom and standard memory modules for OEMs and provides logistics
services to OEMs. Its memory sub-systems are used by OEMs
addressing the computing, networking, storage and other industrial
markets.


SMART MODULAR: S&P Cuts CCR to 'B+' on Going-Private Transaction
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newark, Calif.-based SMART Modular Technologies (WWH)
Inc. to 'B+' from 'BB-'. This action follows the company's
announcement that it has agreed to be acquired by a group of
private investors for about $645 million in cash. As a result of
the going-private transaction, leverage will increase to the 3x
area from under 1x and could approach 4x over the near term due to
DRAM market conditions.

"At the same time, we removed the ratings from CreditWatch with
negative implications, where they had been placed on April 29,
2011. The outlook is stable," S&P said.

"We also assigned a preliminary issue-level rating of 'B+' with a
preliminary recovery rating of '4' to SMART's proposed $300
million senior secured term loan due 2018. We will not rate the
$50 million first-out revolver due 2016. The '4' recovery rating
indicates expectations for average (30%-50%) recovery in the event
of payment default," S&P said.

"We expect SMART's trailing-12-month revenues and margins to
decline moderately over at least the next two quarters, primarily
reflecting the negative effect of DRAM price volatility," said
Standard & Poor's credit analyst Joseph Spence. "As a result,
leverage may rise to the 4x area, from current post-transaction
pro forma leverage of about 3x. However, any changes to credit
statistics over this period are likely to remain within our
expectations for the current rating of under 5x."


SOURCE 1 SPECIALTY: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Source 1 Specialty Chemicals, Inc.
        6802 Paragon Place, Suite 410
        Richmond, VA 23230

Bankruptcy Case No.: 11-33875

Chapter 11 Petition Date: June 12, 2011

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

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Roy M. Terry, Jr.
                  DURRETTECRUMP PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  E-mail: rterry@durrettecrump.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Brian K. Failon, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Compass Chemical International     --                   $2,000,000
c/o Lawrence S. Burnat, Esq.
1100 Peachtree Street NE, #800
Atlanta, GA 30309-4516


STAGE COACH: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stage Coach Venture, LLC
        5850 Canoga Ave, Suite 400
        Woodland Hills, CA 91367

Bankruptcy Case No.: 11-17217

Chapter 11 Petition Date: June 10, 2011

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Edward Medina, Esq.
                  MEDINA LAW GROUP
                  4025 Camino Del Rio So Ste# 300
                  San Diego, CA 92108
                  Tel: (619) 542-7865
                  Fax: (619) 609-0703
                  E-mail: emedina@medina-lawgroup.com

Scheduled Assets: $2,650,000

Scheduled Debts: $3,463,918

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-17217.pdf

The petition was signed by Kevin Tucker, managing member.


STATION CASINOS: Commence Filing of Omnibus Claims Objections
-------------------------------------------------------------
Station Casinos, Inc. and its debtor affiliates submitted to the
Court their first to fourth omnibus objection to claims where
they ask the Court to disallow:

  A. four superseded claims from IBM Corporation, TW Telecom,
     Inc., and Walters Metal Fabrication; six late-filed claims
     by Mike Bazley, Pepsi Bottling Corp., Smoke LLC, Trans
     Union LLC, and TW Telecom; and a duplicate claim filed by
     Glenn Christenson.

  B. 11 previously satisfied claims filed by:

     -- Bloomberg LP;
     -- Coxcom, Inc.;
     -- Iview Systems;
     -- Las Vegas Valley Water;
     -- Microsoft Corporation;
     -- Mona Lisa Cocucci;
     -- Specialty Gourmet;
     -- The Home Insurance Company in Liquidation;
     -- Weaver Multimedia Group; and
     -- Xerox Corp.

  C. 20 No Liability Claims filed by:

     -- American Infrosource LP;
     -- American Patriots Advocating for Disabled Rights, Inc.;
     -- Capital One Bank USA, N.A.;
     -- Central Telephone Company;
     -- Chai W. Maneri;
     -- Computerized Bookmarking Systems, Inc.;
     -- Crown Equipment Corporation;
     -- Dahlia Groner;
     -- Dell, Inc.;
     -- FBP Group LLC;
     -- Jefferson Wells International;
     -- Le Chef Bakery;
     -- Neudesic LLC;
     -- Pamela Ashley;
     -- Roman R. Padilla;
     -- Spyon Vegas Com LLC;
     -- Travelhero;
     -- Verizon Wireless;
     -- Vesey Air LLC; and
     -- Walters Metal Fabrication, Inc.

D. more than 30 individual claims

Lists of claims subject to the Omnibus Objections are available
for free at:

           http://bankrupt.com/misc/SCI1stOmnibus.pdf
           http://bankrupt.com/misc/SCI2ndOmnibus.pdf
           http://bankrupt.com/misc/SCI3rdOmnibus.pdf
           http://bankrupt.com/misc/SCI4thOmnibus.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)


STATION CASINOS: Aliante Proposes Oppenheimer as Fin'l Advisor
--------------------------------------------------------------
Aliante Gaming, LLC, Aliante Holding, LLC, and Aliante Station,
LLC, and Green Valley Ranch Gaming, LLC, sought and obtained
separate authority from the Court to employ Oppenheimer & Co.
Inc. as financial advisor and investment banker, nunc pro tunc to
April 12, 2011.

On May 2, 2011, members of the Oppenheimer restructuring group,
which had assisted the Aliante Debtors and GVR with their cases,
became employees of Sea Port.  Oppenheimer has, however,
dedicated additional veteran restructuring professionals to the
Debtors' Chapter 11 cases to ensure that the Debtors continue to
receive continued and seamless provision of the services together
with Sea Port.  The Debtors therefore believe that the retention
of Oppenheimer as financial advisor and investment banker is in
their best interests.

As financial advisor and investment banker, Oppenheimer will:

  (a) provide financial advice and assistance to the Debtors in
      developing and seeking approval of a Restructuring plan;

  (b) provide financial advice and assistance to the Debtors in
      structuring any new securities or evidences of
      indebtedness to be issued under the Plan and analyzing the
      feasibility of potential capital structures for the
      Debtors;

  (c) evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

  (d) assist the Debtors in preparing documentation, including,
      without limitation, presentations, to the extent
      reasonably required in connection with any Restructuring;

  (e) advise on and attend meetings of the Debtors' Executive
      Committee or equity holders with respect to matters on
      which Oppenheimer has been engaged to advise the Debtors;

  (f) assist the Debtors and participate in negotiations with
      entities or groups affected by the Plan or any other
      creditors; and

  (g) participate in hearings before the bankruptcy court with
      respect to the financial aspects of a Restructuring and
      the matters upon which Oppenheimer has provided, or has
      been engaged to provide, advice, including, as relevant,
      coordinating with the Debtor's counsel with respect to
      testimony in connection therewith.

Further, if the Restructuring involves a Sale, Oppenheimer will:

  (a) provide financial advice and assistance to the Debtors in
      connection with a Sale, identify potential acquirors and,
      at the Debtor's request, contact those potential
      acquirors;

  (b) assist the Debtors in preparing a memorandum; and

  (c) assist the Debtors and participate in negotiations with
      potential acquirors.

The Aliante Debtors will pay Oppenheimer:

  (a) One installment of $50,000 for services rendered from
      April 15 through April 30; and

  (b) A restructuring fee equal to $375,000 upon the
      confirmation of a Chapter 11 plan of reorganization.

GVR will pay Oppenheimer:

  (a) One installment of $50,000 for services rendered from
      April 15 through April 30; and

  (b) A restructuring fee equal to $1,000,000 upon the
      confirmation of a Chapter 11 plan of reorganization.

Oppenheimer will also reimbursed of any necessary out-of-pocket
expenses, provided those expenses do not exceed $50,000 in the
aggregate for the duration of each of the Chapter 11 case of the
Aliante Debtors and GVR.

Jonathan Brownstein, managing director at Oppenheimer & Co.,
Inc., assured the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code,
and does not represent any interest adverse to the Debtors and
their estates.

Mr. Brownstein disclosed that during the 90-day period prior to
the Petition Date, the Aliante Debtors paid Oppenheimer a total
of $351,697, while GVR paid the firm a total of $355,417.

                       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)


STATION CASINOS: GVR Hires Sea Port as Financial Advisor
--------------------------------------------------------
Green Valley Ranch Gaming, LLC, sought and obtained the Bankruptcy
Court's authority to employ Sea Port Group Securities, LLC, as
financial advisor and investment banker, nunc pro tunc to
April 12, 2011.

On May 2, 2011, Eben Paul Perison, the Head of Restructuring and
the Head of Gaming for Oppenheimer & Co. Inc., along with a
substantial portion of the restructuring group including all
professionals that had been working with GVR prepetition, became
employees of Sea Port.  According to GVR, while employed at
Oppenheimer from November 2009 through April 2011, Sea Port's
restructuring professionals committed significant effort and
resources in managing the Company's restructuring and prepetition
marketing process and as a result, acquired significant knowledge
of GVR's business, financial affairs, debt structure, operations,
management, and related matters.  During the prepetition
marketing process, the professionals worked closely with GVR's
management and other advisors, GVR said.  Accordingly, the
professionals developed relevant experience and expertise
regarding GVR that will assist it in providing effective and
efficient services in the Chapter 11 case, the Company said in
court papers.

As financial advisor and investment banker, Sea Port will:

  (a) provide financial advice and assistance to the Company
      in developing and seeking approval of a Restructuring
      Plan;

  (b) provide financial advice and assistance to GVR in
      structuring any new securities or evidences of
      indebtedness to be issued under the Plan and analyze the
      feasibility of potential capital structures for GVR;

  (c) evaluate GVR's potential debt capacity in light of its
      projected cash flows;

  (d) assist GVR in preparing documentation, including, without
      limitation, presentations, to the extent reasonably
      required in connection with any Restructuring;

  (e) advise on and attend meetings of GVR's Executive Committee
      or equity holders with respect to matters on which Sea
      Port has been engaged to advise the Company;

  (f) assist GVR and participate in negotiations with entities
      or groups affected by the Plan or any other creditors,
      including, without limitation, the bank lenders, and
      advise GVR on tactics and strategies relating thereto; and

  (g) participate in hearings before the bankruptcy court with
      respect to the financial aspects of a Restructuring and
      the matters upon which Sea Port has provided, or has been
      engaged to provide, advice, including, as relevant,
      coordinating with GVR's counsel with respect to testimony
      in connection therewith.

If the Restructuring involves a Sale, Sea Port will:

  (a) provide financial advice and assistant to GVR in
      connection with a Sale, identify potential acquirors and,
      contact those potential acquirors;

  (b) assist GVR in preparing a memorandum; and

  (c) assist GVR and participating in negotiations with
      potential acquirors.

Sea Port will be paid:

  (a) A monthly fee in the amount of $100,000 per month, which
      will be due and paid on the first day of each month during
      the term of its engagement, beginning on June 1, 2011; and

  (b) A restructuring fee equal to $1,000,000 upon the
      confirmation of a Chapter 11 plan of reorganization
      subject to the terms and conditions set forth in the
      Engagement Letter.

Sea Port will also reimbursed of any necessary out-of-pocket
expenses, provided those expenses do not exceed $50,000 in the
aggregate for the duration of the Chapter 11 case.

Mr. Perison assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to
GVR and its estates' interests.

                       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)


STICKNEY AVENUE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stickney Avenue Investment Properties, LLC
        745 Medcorp Drive
        Toledo, OH 43608

Bankruptcy Case No.: 11-33243

Chapter 11 Petition Date: June 10, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Steven L. Diller, Esq.
                  DILLER & RICE, LLC
                  124 E Main St
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  E-mail: sdiller@dillerandricellc.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Laurette Bage, sole member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Medcorp E.M.S. South, LLC              11-33256   06/10/11
Medcorp Inc.                           11-33239   06/10/11


SUNRAY PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sunray Petroleum, Inc.
        8290 W. Sahara Avenue, #186
        Las Vegas, NV 89117

Bankruptcy Case No.: 11-19196

Chapter 11 Petition Date: June 10, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Matthew Q. callister, Esq.
                  CALLISTER + ASSOCIATES, LLC
                  823 Las Vegas Blvd S, Suite 500
                  Las Vegas, NV 89101
                  Tel: (702) 385-3343
                  Fax: (702) 385-2899
                  E-mail: mqc@call-law.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb11-19196.pdf

The petition was signed by James W. Scott, president.


SUPERIOR ACQUISITIONS: Trustee Files Motion to Convert Case
-----------------------------------------------------------
On May 19, 2011, Linda S. Green, Chapter 11 trustee in bankruptcy
of the estate of Superior Acquisitions, Inc., moved the U.S.
Bankruptcy Court for the Northern District of California to
promptly convert the Debtor's case to Chapter 7 in the event that
the Court determines that neither the Debtor's Plan nor the
Chapter 11 trustee's plan has a realistic possibility to be
confirmed.

Following her appointment as Chapter 11 trustee, Ms. Green
attempted to negotiate a Joint Plan of Reorganization with the
Debtor, whereby the Chapter 11 trustee would maintain control of
the cash, sell certain properties of the estate to pay a prompt
dividend to unsecureds, and incentivize the Debtor's management to
use its land-development skills to reorganize other properties of
the estate. The Debtor failed and refused to respond to her
proposal, relates Ms. Green.

Instead, the Debtor and the trustee have promulgated competing
Chapter 11 Plans.  Both Plans were calendared for a preliminary
confirmation hearing on June 3, 2011.

According to Ms. Green, the Debtor's Plan in its present form is
unconfirmable, since it violates Section 1129(a)(1), (2), (3),
(4), (5), (6), (7), (9), and (11), as well as Section 1129(b)(1)
and (2)(A) and (B).

Ms. Green relates that due to preliminary indications by creditors
which hold both large junior secured claims and unsecured
deficiency claims, there is a question as to whether her Plan will
receive the requisite acceptances from the General Unsecured
Creditor Class.  The Chapter 11 trustee is also concerned whether
the Court will or should exercise its discretion to "cram down" a
Chapter 11 Trustee's Plan of Reorganization over the rejections of
the General Unsecured Creditor Class.

                   About Superior Acquisitions

Superior Acquisitions, Inc., in Lakeport, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 10-13730) on
Sept. 28, 2010, Judge Alan Jaroslovsky presiding.  The Debtor
disclosed $13,889,530 in assets and $14,866,437 in liabilities as
of the Chapter 11 filing.

The Law Offices of Michael C. Fallon -- mcfallon@fallonlaw.net --
serves as bankruptcy counsel to the Debtor.

Linda S. Green was later appointed as Chapter 11 trustee.  She is
represented by John H. MacConaghy, Esq. -- macclaw@macbarlaw.com
-- at MacConaghy and Barnier, as counsel.  The Chapter 11 trustee
has tapped Bachecki Crom & Co. LLP as her accountant.


SUPERIOR ACQUISITIONS: PremierWest Bank Objects to Debtor's Plan
----------------------------------------------------------------
On June 3, 2011, PremierWest Bank submitted a Protective Objection
to the current version of the Plan of Reorganization of Superior
Acquisitions, Inc.

The Bank has voted against the Debtor's Plan.  However, the Bank
relates that it has engaged in constructive dialogue with the
Debtor to resolve the Bank's objections to the current version of
the Plan.  In light of such ongoing discussions, the Debtor has
stipulated that the Bank may file formal written objections to the
Debtor's Plan either before or after any Plan confirmation
hearing, or present oral objections to the Court at the hearing.
The Bank specifically preserves any and all rights and grounds to
object to the Debtor's Plan.

On June 3, 2011, Superior Acquisitions, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of California, an
Amended Chapter 11 Plan of Reorganization dated June 2, 2011.

Debtor will fund the plan from the income earned from the
investment properties.  Barry Johnson will manage the affairs of
the debtor.
The Plan designates 33 classes of claims and interests.  With the
exception of Barry Johnson's interest in the Debtor under Class
33, all classes are impaired under the Plan.

Class 3. Premier West Bank (15895 Dam Road).  PremierWest Bank
will have an Allowed Secured Claim in the amount of $629,000.
PremierWest will receive equal monthly payments of $3,074.30
(based on a 30 year schedule).  The entire remaining principal
balance will be due 84 months after the Effective Date.

Class 4. Larry Moss (15895 Dam Road).  Larry Moss will have an
Allowed Secured Claim in the amount of $100,000.  Larry Moss will
receive equal monthly payments of $491.94 (based on a 30 year
schedule).  The entire remaining principal balance will be due
84 months after the Effective Date.

Class 5. PremierWest Bank (15895 Dam Road).  The third deed of
trust that secures this loan will be transferred to a parcel to be
created pursuant to an agreement amongst the PremierWest Bank and
co-owners Larry Moss and the debtor.  When the deed of trust
transfers the Debtor will either surrender the property to Premier
West Bank or the debtor will pay the obligation on terms mutually
acceptable to the parties.

Class 7. First Community Bank (6883 Old Hwy 53).  First Community
Bank will all retain its existing liens on Debtor's real
property collateral in accordance with First Community Bank's
existing Deeds of Trust, recorded in the Official Records of
Sonoma County, on the real property located at: (1) 6883
Old Highway 53, Clearlake, California ("6883 Old Hwy 53"); and
(2) 7110 Old Redwood Highway 53, Clearlake, California ("7110 Old
Highway 53") (collectively, the "Collateral").  First Community
Bank will also retain all of its rights against the guarantors of
Debtor's notes in accordance with its existing personal
guarantees.

The Class 7-1 Claim ($269,331.67), the Class 7-2 Claim
($$93,945.37), and the Class 7-3 Claim ($2,572,202.15) will be
paid regular monthly payments of all accrued unpaid interest due
as of each payment date beginning on or before the first day of
every month commencing on the first day of the month following
confirmation of the Plan.  The maturity date of the Class 7-1
Claim will be due and payable in full three years from the first
day of the month following confirmation of the Plan.  At maturity,
Debtor will pay the remaining balance in full or seek to refinance
the loan for an additional term.

Class 8. Village Properties (6883 Old Hwy 53).  The debtor will
pay Village Properties in full together with six percent (6.0%)
interest amortized over thirty (30) years that will be due
and payable in full three years from the first day of the month
following confirmation of the Plan.  However, if there is
insufficient cash flow from the collateral, interest shall accrue
and be due and payable on the new maturity date.

Class 10. DRMG (Parallel Drive).  DRMG will have an Allowed
Secured Claim in the amount of $990,000.  DRMG will receive equal
monthly payments of $4,870 (based on a 30 year schedule).  The
entire remaining principal balance will be due 84 months after the
Effective Date.

Class 11. Bay Sierra (Parallel Drive).  Bay Sierra will have an
Allowed Secured Claim in the amount of $500,000, with the balance
of its claim paid as a Class 32 claim general unsecured claim.
Bay Sierra will receive equal monthly payments of $3,315 (based on
a 15 year schedule).  The entire remaining principal balance will
be due the first day of the 85th month following the Effective
Date.

Class 13. PremierWest Bank (C Street).  PremierWest Bank will have
an Allowed Secured Claim in the amount of $485,000.  PremierWest
Bank will receive equal monthly payments of $2,385.91 (based on a
30 year schedule).  The entire remaining principal balance will be
due 84 months after the Effective Date.

Class 14. RC Pacific (C Street).  RC Pacific will have an Allowed
Secured Claim in the amount of $92,000.  RC Pacific will receive
equal monthly payments of $452.58 (based on a 30 year schedule).
The entire remaining principal balance will be due 84 months after
the Effective Date.

Class 16. DRMG (43467 Hwy 299).  DRMG will have an Allowed Secured
Claim in the amount of $465,000.  DRMG will receive equal monthly
payments of $2,287.52 (based on a 30 year schedule).  The entire
remaining principal balance will be due on the first day of the
85th month.

Class 17. Bay Sierra (43467 Hwy 299).  Bay Sierra will have an
Allowed Secured Claim in the amount of $250,000, with the balance
of the claim to be paid as class 32 general unsecured claim.  Bay
Sierra will receive equal monthly payments of $1,657 (based on a
15 year schedule).  The entire remaining principal balance will be
due on the first day of of the 85th month following the Effective
Date.

Class 19. DRMG (Hill Top Drive).  DRMG will have an Allowed
Secured Claim in the amount of $72,000.  DRMG will receive equal
monthly payments of $354.20 (based on a 30 year schedule).  The
entire remaining principal balance will be due 84 months after the
Effective Date.

Class 21. DRMG (Churn Creek).  The Debtor surrenders any interest
in Churn Creek.  The Debtor waives the protection of the automatic
stay to allow this claimant to obtain possession and dispose of
its collateral without further Order of the Court.  Any claim
filed by the Creditor will be deemed satisfied in full through
surrender of the collateral.

Class 23. DRMG (South Main Street).  The Debtor surrenders any
interest in South Main Street.  The Debtor waives the protection
of the automatic stay to allow this claimant to obtain possession
and dispose of its collateral without further Order of the Court.
Any claim filed by the Creditor will be deemed satisfied in full
through surrender of the collateral.

Class 24. Larry Moss (South Main Street).  The Debtor surrenders
any interest in South Main Street.  The Debtor waives the
protection of the automatic stay to allow this claimant to
obtain possession and dispose of its collateral without further
Order of the Court.

Class 25. Jim Berger (South Main Street).  The Debtor surrenders
any interest in South Main Street.  The Debtor waives the
protection of the automatic stay to allow this claimant to
obtain possession and dispose of its collateral without further
Order of the Court.

Class 27. WestAmerica Bank (Lake Drive).  WestAmerica Bank shall
have an Allowed Secured Claim in the amount of $200,000.
WestAmerica Bank will receive equal monthly payments of $983.88
(based on a 30 year schedule).  The entire remaining principal
balance will be due 84 months after the Effective Date.

Class 28. Larry Moss (Lake Drive).  Larry Moss will have an
Allowed Secured Claim in the amount of $200,000.  Larry Moss will
receive equal monthly payments of $983.88 (based on a 30 year
schedule).  The entire remaining principal balance will be due
84 months after the Effective Date.

Class 30. WestAmerica Bank (Accounts Receivable).  WestAmerica
Bank will have an Allowed Secured Claim in the amount of $100,000.
WestAmerica Bank will receive equal monthly payments of $491.94
(based on a 30 year schedule).  The entire remaining principal
balance will be due 84 months after the Effective Date.

Class 31. Larry Moss (Pearl Street).  Larry Moss will have an
Allowed Secured Claim in the amount of $50,000.  Larry Moss will
receive equal monthly payments of $245.97 (based on a 30 year
schedule).  The entire remaining principal balance will be due 84
months after the Effective Date.

Class 32.  Allowed Unsecured Claims.  The unsecured creditors will
share pro tanto, after the payment of Claims of Administration, in
$600,000 paid out over 120 months, payable at the rate of $5,000
per month.  In addition unsecured creditors shall receive semi-
annual distributions of 25% of the Net Operating Profits.

A copy of the Amended Plan is available at:

  http://bankrupt.com/misc/superioracquisitions.amendedplan.pdf

                   About Superior Acquisitions

Superior Acquisitions, Inc., in Lakeport, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 10-13730) on
Sept. 28, 2010, with Judge Alan Jaroslovsky presiding.  The Debtor
disclosed $13,889,530 in assets and $14,866,437 in liabilities as
of the Chapter 11 filing.

The Law Offices of Michael C. Fallon -- mcfallon@fallonlaw.net --
serves as bankruptcy counsel to the Debtor.

Linda S. Green was later appointed as Chapter 11 trustee.  She is
represented by John H. MacConaghy, Esq. -- macclaw@macbarlaw.com
-- at MacConaghy and Barnier, as counsel.  The Chapter 11 trustee
has tapped Bachecki Crom & Co. LLP as her accountant.


TALON THERAPEUTICS: James Flynn Discloses 35.36% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, James E. Flynn and his affiliates disclosed
that they beneficially own 9,758,780 shares of common stock of
Talon Therapeutics, Inc., representing 35.36% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/dNLQBz

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.

The Company's balance sheet at March 31, 2011, showed $17.51
million in total assets, $38.86 million in total liabilities,
$30.64 million in redeemable convertible preferred stock, and a
$51.99 total stockholders' deficit.


TC PIPELINES: Moody's Assigns Baa2 Rating to Sr. Unsecured Debt
---------------------------------------------------------------
Moody's Investors Service assigned a Baa2 rating TC PipeLines,
LP's proposed senior unsecured debt offering of up to $350
million. TC PipeLines rating outlook remains stable.

RATINGS RATIONALE

TC PipeLines intends to apply the proceeds of this offering to
retire and cancel its acquisition bridge credit facility, retire a
portion of its non-revolving bank credit facility and reduce the
outstanding balance of its revolving bank credit facility. On the
May 3, 2011 closing of TC PipeLines' acquisition of a 25% interest
in each of Gas Transmission Northwest (GTN, A3) and Bison Pipeline
(Bison, not rated), $61 million was drawn on the acquisition
bridge credit facility.

TC PipeLines' Baa2 senior unsecured rating reflects the low
business risk of its portfolio of interstate gas pipelines and its
extensive ownership, operational and strategic linkages to its
ultimate sponsor TransCanada Corporation. TCC owns about 33% of TC
PipeLines and, with one exception, owns the balance of the
pipeline assets that TC PipeLines does not wholly own. Virtually
all of TC PipeLines' assets are integrated with TCC's extensive
North American gas pipeline network and all of them are operated
by TCC. Moody's considers TC PipeLines to be a strategic financing
vehicle that can provide TCC with cost-effective equity funding
through asset drop downs like the May 3, 2011 sale of 25%
interests in Gas Transmission Northwest (GTN, A3 senior unsecured)
and Bison Pipeline (Bison, not rated). While TC PipeLines maps to
a Baa3 in Moody's Global Midstream Energy rating grid, Moody's
believes the company's low-risk business model and strategic
linkage to TCC support the Baa2 senior unsecured rating assigned.

TC PipeLines' rating also reflects the organizational complexity
resulting from the company's equity-accounting treatment of its
non-controlling investments in four of the six pipelines in its
portfolio, structural subordination to debt existing at the
pipeline level, the reduced financial flexibility inherent in the
MLP corporate finance model and TC PipeLines' somewhat aggressive
approach to liquidity management.

TC PipeLines' portfolio of regulated interstate gas pipelines
consists of a 50% interest in Northern Border Pipeline (NBP,
unrated); 46.45% of Great Lakes Gas Transmission (GLGT, not
rated); 25% of GTN; 100% of North Baja Pipeline (Baja, not rated);
25% of Bison and 100% of Tuscarora Gas Transmission (Tuscarora,
not rated).

Moody's believes that proportionate consolidation of TC PipeLines'
non-controlling positions in four of its six pipeline investments
would provide a better view of TC PipeLines' financial position
because equity accounting for these investments understates TC
PipeLines' EBITDA and leverage. For the twelve months ended March
31, 2011, Moody's estimates that on a proportionately consolidated
basis, TC PipeLines' net PP&E would have been about $1,370 million
which maps to a Ba under Moody's Midstream Energy methodology.
Similarly, Moody's estimates that EBITDA would have been roughly
$260 million on a proportionate consolidation basis which also
maps to a Ba. Given its Ba mapping on both Scale sub-factors, TC
PipeLines' relatively small scale constrains its rating.

TC PipeLines' stable outlook reflects Moody's expectation that the
company will successfully extend the maturity of its primary bank
credit facilities which are scheduled to expire in December 2011.
It also reflects Moody's expectation that, in the near-term, TC
PipeLines' financial profile will not be adversely impacted by the
changing North American gas flows and that, in the longer-term,
the company will adjust its financial policies, if necessary, to
reflect evolving competitive conditions in the pipeline industry.

TC PipeLines is weakly positioned in the Baa2 rating category so
Moody's does not consider an upgrade likely in the foreseeable
future. However, a sustainable reduction in Debt/EBITDA below 3.5x
and an increase in distribution coverage above 1.4x, on a
proportionate consolidation basis, could result in a rating
upgrade.

A sustained deterioration in TC PipeLines' proportionately
consolidated financial metrics such as Debt/EBITDA above 4.5x and
distribution coverage below 1.2x combined with an increase in
business risk, for example, investing in gathering and processing
businesses with its inherent exposure to commodity price and
volume risks, would likely result in a downgrade. Any material
weakening of TC PipeLines' relationship with TransCanada would
also likely result in a downgrade.

The principal methodology used in this rating was Global Midstream
Energy published in December 2010.

Headquartered in Omaha, Nebraska, TC PipeLines, LP is a publicly
traded master limited partnership sponsored by TransCanada
Corporation (Baa1, stable).


TECHDYNE LLC: Values Patents at $100 Million
--------------------------------------------
Chapter11Cases.com reports that TechDyne, LLC, listed in court
documents just over $100 million in assets, but most of the asset
value claimed was for issued and pending patents listed at
liquidation value.

Beyond the patents, Chapter11Cases.com notes that the only other
assets identified by the company in court filings were $70 in cash
and a contingent and/or unliquidated claim for breach of fiduciary
duty against an individual.

Chapter11Cases.com notes that the $100 million in intellectual
property relates to three issued patents and several pending
patent applications.  The three issued patents listed in
TechDyne's schedules are:

   * Patent No. 6,347,575 (link to patent information from Google
     Patents): Low Emission Piston and Ring for Internal
     Combustion Engine

   * Patent No. 7,331,270 (link to patent information from Google
     Patents): Pultruded Non-Metallic Damage-Tolerant Hard
     Ballistic Laminate and Method of Manufacture Thereof

   * Patent No. 7,866,249 (link to patent information from Google
     Patents): Pultruded Non-Metallic Damage-Tolerant Hard
     Ballistic Laminate and Method of Manufacture Thereof

The pending patent applications listed in TechDyne's schedules
are:

   * 12/537,700: Cervical Stabilization Device (status listed as:
     Utility filed on August 7, 2009 from provisional 1366.004.
     First office action expected May 2012)

   * PCT/US09/58536: Cervical Stabilization Device (status listed
     as: International application published on October 7, 2010)

   * 12/511,860: Non-Metallic Armor Article and Method of
     Manufacture (status listed as: Utility filed on July 29, 2009
     from provisional 1366.003.  Waiting for LR clearance)

   * PCT/US09/59043: Non-Metallic Armor Article and Method of
     Manufacture (status listed as: PCT filed on September 30,
     2009.  National stage filings due March 2012)

The report relates that of the Company's $700,000 of debt,
approximately $335,000 was listed as secured, $293,000 was listed
as unsecured priority, and $73,000 was listed as general
unsecured.  The $335,000 secured claim relates to a two-year
interest bearing note with a principal amount of $250,000 and is
secured by some or all of TechDyne's intellectual property assets.
The claim, which is owing to HIOX of Scottsdale, Arizona, is
listed as being disputed.

The case summary for TechDyne is in the June 15, 2011 edition of
the Troubled Company Reporter.

TechDyne, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 11-16739) on June 9, 2011.  Bradley Jay Stevens, Esq., at
Jennings, Strouss & Salmon, P.L.C., in Phoenix, Arizona, serves as
counsel to the Debtor.  In its schedules, the Debtor scheduled
assets of $100,000,070 and debts of $701,313.


TEXAS INDUSTRIES: Moody's Lowers Corp. Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service downgraded Texas Industries' Corporate
Family Rating and Probability of Default Rating to Caa1 from B3,
the rating of its $650 million senior unsecured notes to Caa2 from
B3, and the rating of the company's $200 million ABL credit
facility to B1 from Ba3. The outlook is stable.

RATINGS RATIONALE

The downgrade of the CFR and PDR to Caa1 results from continued
pressures in the building materials industry driving operating
losses and weakening credit metrics for the company, namely
debt/EBITDA leverage and EBIT interest coverage. Public
construction spending is at risk of slowing as federal stimulus
funding becomes exhausted, while private residential and private
non-residential construction activity is likely to remain weak. In
the last nine months ending February 28, 2011 shipment volumes
increased slightly, however, price declines pressured the
company's earnings. In Moody's view, it will take an extended time
horizon for Texas Industries to materially improve its operating
performance and credit metrics. Additionally, the company's
planned capital expenditures targeted for the expansion of Hunter,
Central Texas cement plant will constrain free cash flow
generation and liquidity.

The Caa1 corporate family rating reflects Texas Industries'
exposure to highly cyclical construction end-markets, its elevated
financial leverage (of about 17.0x adjusted debt-to-EBITDA for the
last twelve months ending February 28, 2011), negative operating
earnings, and continued weak industry conditions. The rating is
supported by the company's strong market position in Texas and
Southern California, which have good long term growth prospects
and relatively high public construction and infrastructure needs.

The stable outlook presumes that construction activity in Texas
and California will stabilize and begin to modestly improve by
2012, and the company will maintain sufficient liquidity.

The company has sufficient liquidity profile, supported by $123
million of cash and the availability of $55 million under the ABL
credit facility at February 28, 2011. In Moody's view, however,
liquidity is somewhat constrained by lower availability of
borrowings under the credit facility due to the company's weak
fixed charge coverage ratio as well as by the expenditures
associated with cement expansion project requiring about $80
million to be spent over the next two years.

Given current challenging conditions in Texas Industries' end-
markets, and its weakened operating and credit profiles, upward
pressure is unlikely in the intermediate term.

The company's ratings could be negatively pressured in the event
that it is unable to improve its operating and credit metrics over
the next 12 to 18 months or if liquidity weakens.

The principal methodology used in rating Texas Industries was the
Global Building Materials Industry Methodology, published July
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Texas Industries, Inc, headquartered in Dallas, Texas manufactures
cement, aggregates and ready-mixed concrete. The company serves
end-use markets such as public works, commercial, industrial,
institutional and residential construction sectors, and energy
markets. Texas Industries typically generates approximately 80% of
its revenues in Texas and 20% in California, which were
approximately $622 million in the last twelve months ending
February 28, 2011.


THEATRE CLUB: Court Approves Stephen F. Biegenzahn as Counsel
-------------------------------------------------------------
The Theatre Club of Los Angeles obtained permission from the U.S.
Bankruptcy Court for the Central District of California's to
employ the Law Offices of Stephen F. Biegenzahn, Esq. as its
general bankruptcy counsel.

The Debtor will pay the Law Offices' professionals according to
their customary hourly rates:

         Title                      Rate per Hour
         -----                      -------------
         Counsel                         $360
         Paraprofessional                $100

Mr. Biegenzahn has received $9,000 from his predecessor as an
initial retainer.  Under the parties' retention agreement, the
Debtor will augment the retainer by paying $2,000 per month for
the first six months after the Law Offices' employment has been
approved by the Court.

Mr. Biegenzahn, a principal at the Law Offices, assures that his
law office is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Los Angeles, California, The Theatre Club of Los
Angeles, LLC, a California LLC, filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-21918) on March 21,
2011.  Aamir Raza, Esq., at the Law Office of Aamir Raza, serves
as the Debtor's bankruptcy counsel.


TOTES ISOTONER: Moody's Assigns B3 Rating to Proposed Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to totes Isotoner
Corporation's proposed $145 million first lien term loan and a
Caa2 to the proposed $80 million second lien term loan. Moody's
also revised the ratings outlook to positive from stable and
affirmed the B3 corporate family. Proceeds will refinance totes
existing credit facilities, fund a $45 million dividend to the
sponsors, and repay preferred stock held at its parent company.

Moody's expects the transaction to increase leverage to almost 6
times debt to EBITDA from just under 5 times on a pro forma basis
and to weaken interest coverage. However, notwithstanding the near
term negative impact on the credit profile, the outlook change to
positive acknowledges that strong business fundamentals provide
potential for credit metric improvement over the next 12 to 18
months. Furthermore, the transaction extends the maturity profile
to 2016 from 2012 for the (unrated) revolver, to 2017 from 2013
for the first lien, and to 2017 from 2014 for the second lien.

totes Isotoner Corporation

   -- Senior Secured Fist Lien Bank Credit Facility, Assigned B3,
      LGD3, 46 %

   -- Senior Secured Bank Second Lien Bank Credit Facility,
      Assigned Caa2, LGD5, 81%

   -- Affirmed B3 Corporate Family Rating

   -- Affirmed B3 Probability of Default Rating

Outlook, Changed To Positive From Stable

Moody's expects to withdraw ratings on the existing credit
facilities upon completion of the transaction. All ratings are
subject to review of final documentation.

RATINGS RATIONALE

totes B3 corporate family rating reflects the company's weak pro
forma credit metrics, high seasonality of operations, and modest
scale. The company's leading position within its product niches,
portfolio of well-recognized brand names, and broad distribution
channels support the rating. Also, totes demonstrated resilience
throughout weak economic conditions, and notwithstanding limited
organic growth prospects, Moody's considers the relative stability
of demand a credit positive.

Moody's would consider an upgrade if totes sustains revenue and
profitability growth while demonstrating a financial policy aimed
at reducing debt, such that Moody's expected debt to EBITDA to be
sustained in the low 5 times range. An upgrade would also require
expectations for continued positive free cash flow.

The outlook could revert to stable if operating performance were
to weaken, liquidity were to deteriorate, or if seasonally
adjusted leverage (debt to EBITDA incorporating Moody's standard
adjustments) were to increase above 6 times. Moody's would likely
downgrade the rating with sustained leverage above 7 times debt-
to-EBITDA or sustained negative free cash flow.

Based in Cincinnati, Ohio, totes is an international designer,
marketer and distributor of cold and wet weather accessories,
slippers, flip-flops and sunglasses with revenue exceeding $300
million. The company distributes umbrellas and related products
primarily under the "totes" and "Raines" brands, cold-weather
products (hats, gloves, scarves) and slippers under the "Isotoner"
brands, and sandals, flip flops and thongs under the Acorn brand
and private labels. The company is majority owned by MidOcean
Partners.

The principal methodologies used in this rating were Global
Apparel Industry published in May 2010, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


TOWNSENDS INC: Taps Huron to Provide Restructuring Services
-----------------------------------------------------------
TW Liquidation Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Huron Consulting Group to provide restructuring management
and advisory services.

A hearing is set for June 17, 2011, at 2:00 p.m., to consider
approval of the Debtors' request.

The Debtors tell the Court that Mr. Dalton T. Edgecomb is the
principal professional staffed by the firm on the engagement and
is the current chief restructuring officer for the Debtors.  In
addition, Mr. Peter Gnatowski will act as a financial analyst in
assisting the firm and the Debtors in the post-sale wind-down of
the estates and will provide services previously performed by
Omtron UST LLC.

Mr. Gnatowski will charge $340 for this engagement.

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

                        About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 10-14092) on
Dec. 19, 2010.  As of Dec. 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.  No trustee or
examiner has been appointed in the Debtors' bankruptcy cases.

In February 2011, Townsends obtained approval from the bankruptcy
judge to sell to Omtron USA LLC two chicken processing plants in
Chatham County, North Carolina, and other assets for $24,936,950.
Omtron is an affiliate of Agroholding Avangard, Ukraine's largest
egg producer.  The Debtor changed its name to TW Liquidation Corp.
following the sale.


TRANSPECOS FOODS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: TransPecos Foods, L.P.
        2 Spencer Road, Suite 102
        Boerne, TX 78006

Bankruptcy Case No.: 11-31124

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Wiley France James, III, Esq.
                  JAMES & HAUGLAND, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440
                  E-mail: wjames@jghpc.com

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

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 Gary Candy, manager of TPF GP, LLC,
general partner.


TRUE NORTH: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: True North Products, LLC
        6802 Paragon Place, Suite 410
        Richmond, VA 23230

Bankruptcy Case No.: 11-33876

Chapter 11 Petition Date: June 12, 2011

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

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Roy M. Terry, Jr.
                  DURRETTECRUMP PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  E-mail: rterry@durrettecrump.com

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/vaeb11-33876.pdf

The petition was signed by Brian K. Failon, managing director.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Source 1 Speciality Chemicals, Inc.   11-33875            06/12/11


UNIVERSAL HOSPITAL: Moody's Rates $175MM Sr. Sec. Notes at 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Universal
Hospital Services, Inc.'s ("UHS") proposed $175 million second
lien senior secured PIK toggle notes. The proposed offering is
being issued under the terms of its existing second lien PIK
toggle notes. The proceeds will be used to repay $136.5 million
revolver draw, make a cash distribution to shareholders and
option-holders of $34.5 million and pay transaction expenses.
Concurrently, Moody's affirmed the Corporate Family and
Probability of Default Rating at B2. The rating outlook is stable.

This is a summary of Moody's rating actions.

Universal Hospital Services, Inc.:

Ratings assigned:

$175 million second lien toggle notes due 2015 at B3 (LGD 4, 57%)

Ratings were affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

$230 million second lien floating rate notes due 2015 at B3 (LGD
4, 57%) from (LGD 4, 63%)

$230 million second lien toggle notes due 2015 at B3 (LGD 4, 57%)
from (LGD 4, 63%)

Speculative Grade Liquidity Rating, SGL-2

The ratings outlook is stable

RATINGS RATIONALE

The B2 Corporate Family Rating reflects UHS' small size on both an
absolute basis and relative to larger competitors, as well as the
company's considerable financial leverage and weak interest
coverage. UHS' business is extremely capital intensive and
requires significant amounts of capital expenditures in order to
achieve revenue and EBITDA growth.

Nevertheless, the ratings are supported by UHS' leading market
position in the medical outsourcing service business, its national
footprint, and diverse customer base. Further, UHS has
demonstrated the ability to achieve top-line and EBITDA growth
even through difficult economic conditions. The rating has also
benefited from UHS' good liquidity position, including a very
large asset based revolver and the ability to reduce capital
expenditures (at the expense of growth).

The stable outlook is supported by UHS' liquidity profile and
stable revenue sources. Free cash flow is expected to remain at
weak levels given the magnitude of anticipated growth capital
expenditures needed to support incremental revenues.

Moody's could change the outlook to positive or upgrade the
ratings if the company were to sustain leverage below 5.0 times
and free cash flow to adjusted debt above 5% as a result of
continued growth in revenue and EBITDA, particularly in less
capital intensive businesses.

Moody's could change the outlook to negative or downgrade the
ratings if weakness in hospital census or reduced demand from
hospitals results in a sustained reduction in core rental revenue
and EBITDA. The ratings could be downgraded if the company were to
sustain adjusted debt to EBITDA above 6.0 times. Further, if the
company's access to external liquidity sources were to
deteriorate, if UHS were to engage in a significant debt-financed
acquisition or shareholder distribution, ratings could be
downgraded.

The principal methodology used in rating Universal Hospital
Services, Inc. was theGlobal 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.


UNIVISION COMMUNICATIONS: Fitch Ratings Affirms 'B' IDR
-------------------------------------------------------
Fitch Ratings has affirmed these ratings of Univision
Communications, Inc.:

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

   -- Senior secured at 'B+/RR3';

   -- Senior unsecured at 'CCC/RR6'.

The Rating Outlook is Stable.

The ratings incorporate Fitch's positive view on the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic, which is
confirmed by U.S. census data. Additionally, Univision benefits
from a premier industry position, with duopoly television and
radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks. High ratings and
concentrated Hispanic viewer base provide advertisers with an
effective way to reach the large and growing U.S. Hispanic
population. Ratings concerns center on the highly leveraged
capital structure and the significant maturity wall in 2017, as
well as the company's significant exposure to advertising revenue.

Fitch expects Hispanic population growth to mitigate the impact of
longer-term secular issues that are challenging the overall media
& entertainment sector, namely, audience fragmentation and its
impact on advertising revenue. While the Hispanic broadcast
television audience is not immune to these pressures, Fitch
expects that its growing total size will offset the impact of any
audience fragmentation and drive ongoing ratings strength at
Univision's television properties. This should result in mid-
single-digit top-line growth at the television segment. Although a
higher royalty payment and investments in its television business
will likely result in moderate margin pressure over the next one
to two years, Fitch believes positive operating leverage from top-
line growth and growth in high-margin retransmission revenue will
result in subsequent margin improvement.

These positive dynamics have not benefited the radio segment,
which continues to exhibit top-line and EBITDA pressures. It
remains to be seen whether the recent resolution of the Arbitron
ratings issues will stabilize this business. Nonetheless, Fitch
believes further operating pressures at radio can be accommodated
at current ratings.

The extension of the program license agreement (PLA) with Grupo
Televisa and Televisa's purchase of an equity stake in Univision
were material positives. They removed the company's largest
overhang and provided clarity that its business model would remain
intact over the longer term. Equity ownership gives Televisa a
large stake in Univision's success and profitability, a strong
positive given Televisa's role as a supplier of popular audience
and revenue-generating content. This cleared the way for the spate
of refinancing and maturity extension transactions undertaken in
recent months. Univision's ratings had already incorporated
Fitch's expectations that the PLA would be extended. The
refinancings and maturity extensions have resulted in a materially
improved capital structure, and Fitch believes that Univision has
moved from the low end of the 'B' rating category to solidly
within it.

Univision refinanced most of its 2014 secured notes, as well as
the 2015 PIK toggle notes with longer-dated maturities.
Additionally, the company extended $5.6 billion of its term loan,
$409 million of its revolving credit facility (RCF), and its $300
million accounts receivable securitization facility from the
previous 2014 maturity. Repayments under the term loan have
removed any mandatory amortization. As a result, there are no
material maturities until $1.1 billion of bank debt comes due in
2014. Given its free cash flow profile, Univision could be in a
position to repay much of this organically. The significant
maturity wall was pushed to 2017, when $5.6 billion of bank debt
comes due.

In addition to this large 2017 maturity, Univision is saddled with
significant leverage from the 2007 leveraged buy-out (LBO), with
Fitch estimated total debt/latest 12-months (LTM) EBITDA and
secured debt/LTM EBITDA of o 11.9 times (x) and 9.7x,
respectively, at March 31, 2011. Despite this, Fitch currently
believes there is a high probability that the company will be able
to refinance the 2017 bank debt. Fitch believes that the private
equity owners, Televisa, and the secured lenders remain motivated
to facilitate Univision's long-term viability, as refinancing an
improved operating and credit profile will provide more value than
bankruptcy/debt restructuring. Underpinning this position is
Fitch's view that the company will be able to delever to a range
of 7x to 9x total leverage, or 5x-7x on a secured basis by the
2017 maturity. Fitch believes that the secured lenders, which
incurred 9x leverage through the senior debt at the LBO, would be
willing to re-finance Univision's business at these levels, given
Univision's strong positioning in a growing segment of the media
industry. This extension provides the company with more than two
additional years to accomplish this deleveraging, via EBITDA
growth and some debt reduction. Fitch expects 2011 free cash flow
of approximately $250 million, as higher cash interest payments
offset higher operating profits. This should grow over time as
EBITDA grows and will enable modest debt reduction.

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities. Fitch estimates that pro forma
for the April 2011 issuance and May 2011 tender, liquidity
consisted of approximately $110 million of cash, approximately
$318 million available under the $463 million RCF (of which $54
million expires in March 2014 and $409 million expires in March
2016, with $137 million having been termed out to March 2017), and
$120 million available under the AR securitization facility.
Interest expense will be easily covered by internal cash
generation.

Fitch estimates that pro forma for all of the previously announced
transactions, Univision had total debt of $10.4 billion, which
consisted primarily of:

   -- $6.7 billion senior secured term loan facility, $1.1 billion
      of which is due September 2014 and $5.6 billion which is due
      March 2017 (including $137 million of the RCF that was
      previously termed out to March 2017);

   -- $145 million outstanding under the RCF;

   -- $600 million 6.875% senior secured notes due 2019;

   -- $750 million 7.875% senior secured notes due 2020;

   -- $815 million 8.5% senior unsecured notes due 2021;

   -- $180 million outstanding under the A/R securitization
      facility, due March 2016; --$1.125 billion 1.5% subordinated
      convertible debentures issued to Televisa, due 2025. This
      note is a direct obligation of the parent HoldCo,
      Broadcasting Media Partners, Inc., but is serviced by
      dividends paid by Univision.

Univision's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation. Fitch employs a 7x distressed
enterprise value multiple reflecting the company's FCC licenses in
top U.S. markets. Fitch assumes post restructuring EBITDA of $740
million, a 15% reduction from March 31, 2011 LTM EBITDA, which is
slightly below the low of the recent economic downturn but would
still be enough to cover fixed charges. Fitch estimates the
adjusted distressed enterprise valuation in restructuring to be
approximately $4.9 billion. The 'B+' rating for the secured debt
reflects Fitch's expectations for recovery in the 51%-70% range
under a bankruptcy scenario. The 'CCC' rating on the $815 million
senior unsecured notes reflects Fitch's expectations for minimal
recovery prospects due to their position in the capital structure.


U.S. EAGLE: To Appoint Three Twenty One as Exclusive Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
approved U.S. Eagle Corporation's application to employ and retain
Three Twenty One Capital Partners, LLC as exclusive agent.

Elizabeth, New Jersey-based U.S. Eagle Corporation sells and rents
traffic control related equipment, as well as trench shoring
equipment and steel plates primarily in California, Nevada, and
Arizona.  It designs and distributes golf course maintenance
products to customers located principally in the United States.
It also owns certain parcels of commercial real estate in Nevada
and California and rents them under a long term operating lease of
real property located in Trenton, New Jersey.

U.S. Eagle filed for Chapter 11 bankruptcy protection on Jan.
6, 2011 (Bankr. D. N.J. Case No. 11-10392).  Samuel Jason Teele,
Esq., at Lowenstein Sandler PC, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.


VITESSE SEMICONDUCTOR: Columbia Pacific Holds 11.23% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Columbia Pacific Opportunity Fund, L.P., and
its affiliates disclosed that they beneficially own 2,744,128
shares of common stock of Vitesse Semiconductor Corp. representing
11.23% of the shares outstanding.  A full-text copy of the filing
is available for free at http://is.gd/p5HwwZ

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed $74.72
million in total assets, $106.66 million in total liabilities and
a $31.94 million total stockholders' deficit.


VITRO SAB: Court Okays Sale of U.S. Assets to American Glass
------------------------------------------------------------
The USGlass News Network reports that the U.S. Bankruptcy Court
for the Northern District of Texas Dallas Division authorized and
approved the sale of Vitro America's assets to American Glass
Enterprises LLC, an affiliate of private equity firm Sun Capital.
The auction of Vitro America's assets took place on June 1.

Court documents state, "After a robust bidding process, the
Purchaser's bid was selected as the highest and best offer for the
Purchased Assets."  The court found adequate notice of the sale
was provided, sale conditions are fair and reasonable and the
highest offer is in the best interest of the debtor.

According to the report, the approval comes after a bevy of
objections in the days following the auction.  On June 6,
Oldcastle BuildingEnvelope issued an objection to the sale,
noting, among other things, "It appears that after payment in full
of secured bank debt and administrative claims, there will only be
$9 million left over for payment of gap claims.  According to the
Vitro America Schedule E, there are approximately $19 million in
gap claims.  If this number is correct, gap creditors could
receive 47 cents on the dollar."

Bank of America issued its own objection, noting its concern that
"the net cash proceeds of the sale...are insufficient to provide
for Full Payment (as defined in the DIP Loan Agreement) of the
Pre-Petition Obligations."

The report says Vitro America replied in support of the sale,
"Most objections concern the alleged cure amounts for contracts to
be assumed and assigned to Sun and additional information
regarding adequate assurance that Sun can perform obligations
under the assigned contracts.  The Debtors have resolved many of
these cure objections.  For outstanding objections, the Debtors
will retain a reserve in the amount of the alleged outstanding
cure amounts pending resolution of the objection.  Other
objections concern how the Sale proceeds will be distributed to
creditors.  The Debtors' proposed sale order does not seek to
establish a distribution scheme for the Sale Proceeds. Other than
certain claims of Bank of America under the Court's Order
approving DIP financing agreement between the Debtors and Bank of
America, the Sale proceeds and the Debtors' other assets will be
paid pursuant to the Bankruptcy Code's priority scheme and under a
chapter 11 plan."

The court approval documents authorizes the Debtor to set aside
funds for Bank of America, lawyer fees pension funds.  The
document notes: "With respect to the Trustee of the Glazier's
Joint Trust Funds objection, (i) the collective bargaining
agreement is not being rejected or assumed pursuant to this Order
and (ii) Glazier's retains whatever rights it holds to assert
claims against the Debtors."  In addition, "With respect to the
International Painters and Allied Trade Industry Pension Fund or
the Northern California Glaziers, Architectural, Metal and Glass
Workers Pension Fund, nothing contained in this Order or the
Agreement shall be interpreted to constitute a waiver or any
relinquishment of the rights of the Pension Funds....with respect
to any agreements with the Debtors under any theory of law or
equity; except further, that nothing in this Order or the
Agreement or as a consequence of the Sale shall impose liability
on the Purchaser as a claimed successor to the Debtors, limit the
transfer of the Purchased Assets free and clear of any such claims
and rights as provided, without limitation."

The report says, in response to an objection issued by former
parent company Vitro SAB, court documents note that the purchased
assets do not include the right to "the name, word, or mark
'VITRO' or 'VITRO AMERICA'....or any variation thereof....unless
and until the Purchaser obtains a valid license to do so from
Vitro SAB."

                        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.


WASHINGTON MUTUAL: Equity Panel Has Sullivan as Conflicts Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the application by Washington Mutual Inc.'s Equity
Committee to employ and retain Sullivan Hazeltine Allison LLC as
Delaware Special Conflict Counsel.

Sullivan Hazeltine will represent the Equity Committee on matters
related to the Debtors' Chapter 11 case for which Ashby & Geddes,
its primary Delaware counsel, is restricted from handling due to
conflict rules.

The hourly rates of Sullivan Hazeltine's personnel are:

         William D. Sullivan, member        $360
         William A. Hazeltine, member       $360
         Elihu E. Allinson, III, member     $320
         John G. Pope, associate            $200
         Heidi M. Coleman, paralegal        $125

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

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.   The hearing for approval
of the Disclosure Statement is set for March 21.


WASHINGTON MUTUAL: Equity Committee Can Hire BDO as Tax Advisor
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has authorized the Official Committee of
Equity Security Holders of Washington Mutual, Inc., to retain:

     Kevin D. Anderson
     BDO USA LLP
     7101 Wisconsin Ave., Suite 800
     Bethesda, MD 20814
     Phone: (301) 654-4900
     Fax: (301) 654-3567

as tax advisor.

BDO USA will be compensated at the following hourly rates:

     Position                              Hourly Rates
     --------                              ------------
     Partner                               $475 to $795
     Director/Senior Manager               $375 to $600

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

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodara, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unsecured Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired the WaMu bank unit's assets prior to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan Chase Bank, N.A., upon which the Plan is premised,
and the transactions contemplated therein, are fair, reasonable,
and in the best interests of WMI.  Additionally, the Opinion and
related order denied confirmation, but suggested certain
modifications to the Company's Sixth Amended Joint Plan of
Affiliated Debtors that, if made, would facilitate confirmation.

Washington Mutual has filed with the U.S. Bankruptcy Court for the
District of Delaware a Modified Sixth Amended Joint Plan and a
related Supplemental Disclosure Statement.  The Company believes
that the Modified Plan has addressed the Bankruptcy Court's
concerns and looks forward to returning to the Bankruptcy Court to
seek confirmation of the Modified Plan.


WATERSCAPE RESORT: Has Court OK to Use Cash Collateral til June 23
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered, on May 20, 2011, its second agreed interim order
authorizing Waterscape Resort LLC to use cash collateral of U.S.
Bank National Association and USB Capital Resources, Inc., from
May 20, 2011, through June 23, 2011, for the sole and exclusive
purpose of paying the actual and necessary expenses incurred on or
after the Petition Date in the ordinary course of the operation
and maintenance of the Debtor's Cassa NY Hotel and Residences
condominium building (the "Asset"), pursuant to the Second Interim
Budget.

The Lenders will have a continuing lien, title and security
interest in post-petition rents, issues and profits to the extent
provided by the mortgages and section 552(b) of the Bankruptcy
Code, which lien and security interest will attach to all
post-petition rents, issues and profits from the Asset.  The
Lenders will not, however, have a lien on actions and causes of
action pursuant to Sections 544, 547, 548, 549 and 550 of the
Bankruptcy Code, including claims against creditors for alleged
fraudulent transfers under state law utilizing Section 544 of the
Bankruptcy Code.

The Lenders and their authorized representatives will be permitted
reasonable access to the Asset, verification of rent rolls and
monthly operating reports, and conducting any desired appraisals.

A further hearing to consider entry of a final cash collateral
order permitting the Debtor's use of cash collateral is scheduled
for June 23, 2011, at 10:00 a.m.

A copy of the Second Agreed Order is available at:

   http://bankrupt.com/misc/waterscaperesort.2ndagreedorder.pdf

                     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, in
New York, represent the Debtor as Bankruptcy Counsel. In its
schedules, the Debtor disclosed $214,285,027 in assets and
$158,756,481 in debts as of the Petition Date.


WCK INC: U.S. Trustee Wants Chapter 11 Case Dismissed
-----------------------------------------------------
Russell Clementson, attorney for the U.S. Trustee, asks the U.S.
Bankruptcy Court for the Central District of California either
dismiss this case or convert it to one under Chapter 7 of the
Bankruptcy Code.

Susan V. Trevino, a paralegal specialist in the Office of the
U.S. Trustee for the Central District of California, states that
to date, no disclosure statement and plan of reorganization has
been filed or submitted by the debtor.  The Debtor has also
failed to comply with the requirements of the U.S. Trustee
Chapter 11 Notices and Guides, Bankruptcy Code and/or Local
Bankruptcy Rules by failing to provide the Schedules of Assets
and Liabilities and Statement of Financial Affairs.

                          About WCK, Inc.

WCK, Inc., dba Four Points by Sheraton, in Diamond Bar,
California, filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 11-28047) on April 26, 2011.  Judge Peter
Carroll presides over the case.  John Eom, Esq., at Wilshire One
Law Group, serves as bankruptcy counsel.  The Debtor disclosed
$17,260,570 in assets and $17,099,000 in liabilities as of the
Chapter 11 filing.


WENDY'S/ARBY'S: Moody's Says 'B2' Ratings Unaffected by Sale
------------------------------------------------------------
Moody's Investors Service stated that the ratings and outlook for
Wendy's/Arby's Restaurants, LLC will not be affected by the
company's announcement that it has signed a definitive agreement
to sell Arby's to a buyer formed by Roark Capital Group. This
includes WAR's B2 Corporate Family Rating and Probability of
Default Rating. The outlook remains developing.

The announcement appears to be a neutral event and the ratings and
outlook will be revisited once the transaction is consummated and
the terms and conditions are finalized. However, if the sale of
Arby's to a buyer formed by Roark Capital Group is consummated as
currently proposed, the ratings of WAR would likely be affirmed
with a stable outlook.

The principal methodology used in rating Wendy's/Arby's
Restaurants, LLC was Moody's Global Restaurant Industry
Methodology, published in June 2008 and available on
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.

The most recent rating action on WAR and its subsidiaries, Wendy's
and Arby's, occurred on May 10, 2010, when Moody's downgraded the
company's $565 million of senior unsecured notes to B3 from B2,
and affirmed its B2 Corporate Family and Probability of Default
ratings with a stable outlook.

Wendy's/Arby's Restaurants, LLC., a wholly owned subsidiary of
Wendy's/Arby's Group, is the parent company of Arby's Restaurant
Group Inc. and Wendy's International Inc. Annual revenues are
approximately $3.6 billion.


WHITTON CORP: Seeks to Appoint Grubb & Ellis as Leasing Agent
-------------------------------------------------------------
Whitton Corporation seeks approval from the United States
Bankruptcy Court for the District of Bevada to employ and retain
Grubb & Ellis as Grubb & Ellis Las Vegas as leasing agent
effective June 8.

Upon retention, Grubb & Ellis, will among other things:

   (a) Listing the Properties in the appropriate databases to
       attract tenants;
   (b) Using commercially  reasonable efforts to obtain tenants
       and assisting Debtor's professionals in  negotiating lease
       agreements with respect to the Properties;

   (c) Coordinating due diligence

Specifically, Grubb & Ellis' current and customary rates to be
charged for services rendered as Debtors' Leasing Agent in these
Chapter 11 Cases are as follows:

               GROSS LEASE             NET LEASE
               -----------             ---------
6% of the rent for the first        6% of the rent for the first
12 months;                          12 months;

6% of the rent for the second       6% of the rent for the second
12 months;                          12 months;

6% of the rent for the third        6% of the rent for the third
12 months;                          12 months;

6% of the rent for the fourth      6% of the rent for the fourth
12 months;                         12 months;

6% of the rent for the fifth       6% of the rent for the fifth
12 months                          12 months;

3% of the rent for the next        3% of the rent for the next
60 months;                         next 60 months;

2% of the rent for the balance      2% of the rent for the balance
of the term                         of the term.

Henderson, Nevada-based Whitton Corporation filed for
Chapter 11 bankruptcy protection on December 5, 2010 (Bankr. D.
Nev. Case No. 10-32680).  Hal L. Baume, Esq., Brett A. Axelrod,
Esq., and Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las
Vegas, Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

South Tech Simmons 3040C, LLC, filed a separate petition on
Dec. 8, 2010 (Bank. D. Nev. Case No. 10-32857).


ZAIS INVESTMENT: Creditors Want Chapter 11 Case Dismissed
---------------------------------------------------------
Hildene Capital Management and Hildene Opportunities Master Fund
LTD ask the Hon. Raymond T. Lyons of the U.S. Bankruptcy Court for
the District of New Jersey to dismiss, or in the alternative
abstain from, the involuntary chapter 11 case of Zais Investment
Grade Limited VII.

A hearing is set for June 20, 2011, at 10:00 a.m., to consider the
creditors' request.

Hildene is a creditor of ZIGL because it is the holder of $27
million in principal amount of Class A-2 senior secured notes
issued in 2005 by ZIGL pursuant to that certain indenture dated
October 19, 2005.

According to the creditors, this case must be dismissed because
the commencement of it was an abuse of this Court's jurisdiction.
The entities that commenced this involuntary chapter 11 case
against ZIGL are all funds managed by Anchorage Capital Group,
L.L.C.  Anchorage filed this case because it is attempting to
obtain a result that it believes it cannot obtain as a matter of
contract.

Pursuant to the unambiguous terms of the indenture, Anchorage
needs the consent of a majority of all holders of Notes to cause a
sale or liquidation of ZIGL's assets.  Anchorage has not obtained
that consent, nor has it even attempted to do so, but instead it
trying to force such a sale or liquidation via an involuntary
chapter 11 case that it controls, entirely circumventing the terms
of the Indenture that binds Anchorage.  Such a purpose is a
paradigm example of a "bad faith" filing - improperly using
bankruptcy to obtain a litigation or tactical advantage.

Further, no valid bankruptcy purpose is served by ZIGL being
in bankruptcy.  The chapter 11 case envisioned by Anchorage is
intended solely for Class A-1 Noteholder benefit - no one else.
Further, ZIGL has no business, no employees, and no officers.  It
has extremely few connections with the United States.  ZIGL has no
intention of filing a plan or trying to "reorganize."  ZIGL has
been in default for several years, but there has been no rush
to the courthouse to take action, no doubt because ZIGL's only
meaningful creditors are the secured noteholders, and the
Indenture places severe restrictions on Noteholders taking
individual actions.

Quinn Emanuel Urquhart & Sullivan LLP represents the secured
creditors.

              About Zais Investment Grade Limited VII

Zais Investment Grade Limited VII is based in Grand Cayman.

On April 1, 2011, Anchorage Capital Master Offshore, Ltd., GRF
Master Fund, L.P., and Anchorage Illiquid Opportunities Offshore
Masters, L.P. filed an involuntary Chapter 11 petition against
Zais Investment Grade Limited VII.  On April 26, 2011, the U.S.
Bankruptcy Court for the District of New Jersey entered an order
for relief under chapter 11 of the Bankruptcy Code.

The Debtor tapped Wollmuth Maher & Deutsch LLP as general
bankruptcy counsel, and Jones Day as special counsel.

The Debtor disclosed $504 in assets and $365,771,549 in
liabilities.


* Gay Couple Entitled to File Joint Bankruptcy Petition
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 20 bankruptcy judges in the Central District of
California ruled June 13 that couples in legal same-sex marriages
are entitled to file bankruptcy jointly, despite the federal
Defense of Marriage Act.

According to Mr. Rochelle, the case involved two men who were
legally married in California.  When they filed a joint petition
to restructure their debts in Chapter 13, the U.S. Trustee filed a
motion to dismiss, arguing in substance that only heterosexual
couples are entitled to file jointly in view of DOMA.  The
bankruptcy judges ruled that barring gay couples from joint
bankruptcy violates the Equal Protection Clause of the Fifth
Amendment to the U.S. Constitution.  The judges incorporated the
rationale in the letter from Attorney General Eric Holder to the
Speaker of the House of Representatives explaining why the Obama
administration wouldn't defend the constitutionality of DOMA.

The report relates that following two other bankruptcy courts
reaching the same conclusion, the judges found "no valid,
defensible governmental interest advanced by dismissing the
debtors' bankruptcy."  They also said that "no legally married
couple should be entitled to fewer bankruptcy rights than any
other legally married couple."

Mr. Rochelle discloses that the opinion was signed by U.S.
Bankruptcy Judge Thomas B. Donovan, who presided over the gay
couple's Chapter 11 case.  The opinion was also signed by Chief
Bankruptcy Judge Peter H. Carroll and 18 other bankruptcy judges
in the Central District, which covers Los Angeles and surrounding
areas.

The case is In re Balas, 11-17831, U.S. Bankruptcy Court, Central
District of California (Los Angeles).


* Judicial Lien Voided Without Taking Home Exemption
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual bankrupt in Chapter 7 need not claim a
homestead exemption before voiding a judicial lien under Section
522(f), the U.S. Court of Appeals in Richmond, Virginia, ruled on
June 13.  The opinion, by Circuit Judge William B. Traxler Jr. of
the 4th Circuit, upheld the district court, which reversed the
bankruptcy court.  The case is Botkin v. DuPont Community Credit
Union, 10-1681, 4th U.S. Circuit Court of Appeals (Richmond,
Virginia).


* Systemic Firms May Be Forced to Restructure, FDIC Official Says
-----------------------------------------------------------------
American Bankruptcy Institute reports that systemically important
financial institutions in the U.S. may have to simplify their
business if they can't provide viable plans for unwinding
themselves in a crisis, a senior Federal Deposit Insurance Corp.
official said.


* Business Bankruptcies Fell 18 Percent in May
----------------------------------------------
American Bankruptcy Institute reports that the number of
businesses filing for bankruptcy continues to plunge from the
peaks reached during the financial crisis, down 18 percent in
May compared with the same month last year, according to recently
released figures from data provider Epiq Systems Inc.


* Riemer & Braunstein Discloses Growth in Banking & Finance Dept.
-----------------------------------------------------------------
Riemer & Braunstein, a Boston-based firm that specializes in
banking and finance added 10 attorneys to its banking and finance
practice area, six in its New York City office and four in its
Boston office.  Riemer & Braunstein opened its New York office
seven year ago and its Chicago office four years ago.

"We are excited to welcome this group of experienced attorneys to
our lending and workout practice," said Stanley Riemer, managing
partner at Riemer & Braunstein.  "Sixty of our more than 90
attorneys practice in our banking and finance area, and we look
forward to continuing to grow our practice."

The attorneys come from other well-known New York and Boston firms
and are looking to enhance their lending, workout and
restructuring practices by joining a well established and growing
firm.

Steven Fox and Maura Russell have joined the New York City office
as partners in the banking and finance and bankruptcy practice
areas.  Most recently Fox was a partner at Epstein Becker & Green.
Fox graduated from the University of Wisconsin in 1983 and from
Brooklyn Law School in 1986. Russell most recently was a partner
at Epstein Becker & Green.  Russell graduated from St. John's
University, Magana Cum Laude, in 1990, and from St. John's
University School of Law in 1993.

Jonathan Jacobs, Brett Nizzo, Anthony Stumbo and Bret Votano have
also joined the New York City office as associates in the banking
and finance and bankruptcy practice areas.

Jacobs previously was an associate at Schulte Roth & Zabel.
Jacobs graduated from Emory University in 2002 and from Emory
University School of Law in 2005 where he was the managing editor
of Emory International Law Review.

Nizzo most recently was an associate at Epstein Becker & Green.
Nizzo graduated from the University of Maryland in 1998 and from
Benjamin N. Cardozo School of Law, Yeshiva University, in 2001.

Stumbo most recently was an associate at Epstein Becker & Green.
Stumbo graduated from New York University, Magna Cum Laude, in
1997, where he was elected to Phi Beta Kappa.  Anthony was
graduated from Fordham University School of Law, in 2000.

Votano previously was a finance and restructuring associate at
Paul, Hastings, Janofsky & Walker.  Votano graduated from
University of Miami in 2000 and from St. John's University School
of Law in 2003 where he was the Notes and Comments Editor of New
York Litigator.

Gregory Bilton, William Gerber, Melissa Lacy and Lena Surliov have
also joined the banking and finance practice area as associates in
the Boston office.

                   About Riemer & Braunstein

Riemer & Braunstein was established in Boston in 1933.  It
expanded to New York City in 2004 and to Chicago in 2007.  The
firm is best known for its finance practice, most prominently
including real estate, asset-based, and high-tech and life science
lending and workouts.

Riemer & Braunstein's six core practice areas include banking and
finance, litigation, bankruptcy, real estate, corporate, and
trusts and estates.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Jose Mendez
   Bankr. C.D. Calif. Case No. 11-17718
      Chapter 11 Petition filed May 31, 2011

In Re Ronald Koblin
   Bankr. C.D. Calif. Case No. 11-33688
      Chapter 11 Petition filed May 31, 2011

In Re Henry Fajardo
   Bankr. E.D. Calif. Case No. 11-16246
      Chapter 11 Petition filed May 31, 2011

In Re Hussein Tawfik
   Bankr. N.D. Calif. Case No. 11-32097
      Chapter 11 Petition filed May 31, 2011

In Re Nancy Wandlass
   Bankr. N.D. Calif. Case No. 11-32089
      Chapter 11 Petition filed May 31, 2011

In Re George Bollinger
      Natalie Bollinger
   Bankr. D. Colo. Case No. 11-23049
      Chapter 11 Petition filed May 31, 2011

In Re Palisades Vineyards, LLC
   Bankr. D. Colo. Case No. 11-22915
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/cob11-22915.pdf

In Re Mark Jones
   Bankr. N.D. Fla. Case No. 11-50310
      Chapter 11 Petition filed May 31, 2011

In Re John & John Associates, Inc.
   Bankr. S.D. Ind. Case No. 11-80781
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/insb11-80781.pdf

In Re Army Trail Oil, Inc.
   Bankr. N.D. Ill. Case No. 11-22764
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/ilnb11-22764.pdf

In Re Emmanual Joseph
   Bankr. N.D. Ill. Case No. 11-22767
      Chapter 11 Petition filed May 31, 2011

In Re Kirk Hudson
   Bankr. N.D. Ill. Case No. 11-23142
      Chapter 11 Petition filed May 31, 2011

In Re 732 Social, LLC
   Bankr. W.D. Ky. Case No. 11-32709
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/kywb11-32709.pdf

In Re Richard Heath
   Bankr. W.D. La. Case No. 11-80697
      Chapter 11 Petition filed May 31, 2011

In Re Andrew Vorce
   Bankr. D. Mass. Case No. 11-15151
      Chapter 11 Petition filed May 31, 2011

In Re Joseph DaSilva
   Bankr. D. Mass. Case No. 11-15193
      Chapter 11 Petition filed May 31, 2011

In Re Robert Priore
   Bankr. D. Mass. Case No. 11-15157
      Chapter 11 Petition filed May 31, 2011

In Re Steven Hoyt
   Bankr. D. Minn. Case No. 11-43816
      Chapter 11 Petition filed May 31, 2011

In Re Gary Koethe
   Bankr. D. Neb. Case No. 11-81432
      Chapter 11 Petition filed May 31, 2011

In Re Cheryl Meakins
   Bankr. D. N.J. Case No. 11-26795
      Chapter 11 Petition filed May 31, 2011

In Re Regina Kelley
   Bankr. D. N.J. Case No. 11-26803
      Chapter 11 Petition filed May 31, 2011

In Re V. Capp Enterprises, Inc.
        dba Vittorio's Pizzeria
   Bankr. D. N.J. Case No. 11-26717
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/njb11-26717.pdf

In Re Thomas Young
   Bankr. D. N.M. Case No. 11-12554
      Chapter 11 Petition filed May 31, 2011

In Re EB Capital Management LLC
   Bankr. S.D.N.Y. Case No. 11-12646
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/nysb11-12646.pdf

In Re Jackson-Bailey Staffing Services, LLC
   Bankr. E.D. Pa. Case No. 11-14373
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/paeb11-14373.pdf

In Re Penntech Industrial Tools, Inc.
   Bankr. W.D. Pa. Case No. 11-23472
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/pawb11-23472.pdf

In Re Karen Russo
   Bankr. W.D. Pa. Case No. 11-23459
      Chapter 11 Petition filed May 31, 2011

In Re Timothy Leeper
   Bankr. M.D. Tenn. Case No. 11-05508
      Chapter 11 Petition filed May 31, 2011

In Re Stow & Glow, L.L.C.
   Bankr. E.D. Va. Case No. 11-14037
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/vaeb11-14037.pdf

In Re Propertymark, LLC
   Bankr. S.D. W.Va. Case No. 11-20410
      Chapter 11 Petition filed May 31, 2011
         See http://bankrupt.com/misc/wvsb11-20410.pdf

In Re David Lin
   Bankr. C.D. Calif. Case No. 11-28115
      Chapter 11 Petition filed June 1, 2011

In Re Medhat Beshai
   Bankr. C.D. Calif. Case No. 11-16836
      Chapter 11 Petition filed June 1, 2011

In Re Miu Lee
   Bankr. N.D. Calif. Case No. 11-32132
      Chapter 11 Petition filed June 1, 2011

In Re Casual Environs, Inc.
   Bankr. S.D. Fla. Case No. 11-25373
      Chapter 11 Petition filed June 1, 2011
         See http://bankrupt.com/misc/flsb11-25373.pdf

In Re Jose Magrina
   Bankr. S.D. Fla. Case No. 11-25294
      Chapter 11 Petition filed June 1, 2011

In Re Action Properties Preferred Appraisals, Inc.
   Bankr. N.D. Ga. Case No. 11-65887
      Chapter 11 Petition filed June 1, 2011
         See http://bankrupt.com/misc/ganb11-65887.pdf

In Re Adonis Meats, Inc.
   Bankr. N.D. Ill. Case No. 11-23293
      Chapter 11 Petition filed June 1, 2011
         See http://bankrupt.com/misc/ilnb11-23293.pdf

In Re David Weiher
   Bankr. N.D. Ill. Case No. 11-23332
      Chapter 11 Petition filed June 1, 2011

In Re Thomas Mathews
   Bankr. N.D. Ill. Case No. 11-82530
      Chapter 11 Petition filed June 1, 2011

In Re Loren Means
   Bankr. N.D. Ind. Case No. 11-12168
      Chapter 11 Petition filed June 1, 2011

In Re Aileen Deegan
   Bankr. E.D. La. Case No. 11-11763
      Chapter 11 Petition filed June 1, 2011

In Re Robert McDowell
   Bankr. E.D. N.C. Case No. 11-04274
      Chapter 11 Petition filed June 1, 2011

In Re Michael Pittman
   Bankr. D. N.M. Case No. 11-12587
      Chapter 11 Petition filed June 1, 2011

In Re The Brisket House, Inc., a New Mexico Corporation
        fdba The Brisket House, Inc. (EIN 85-0368531)
   Bankr. D. N.M. Case No. 11-12584
      Chapter 11 Petition filed June 1, 2011
         See http://bankrupt.com/misc/nmb11-12584.pdf

In Re First Capital Financial Corp.
   Bankr. D. Nev. Case No. 11-18603
      Chapter 11 Petition filed June 1, 2011
         See http://bankrupt.com/misc/nvb11-18603.pdf

In Re Gary Lee
   Bankr. D. Nev. Case No. 11-18666
      Chapter 11 Petition filed June 1, 2011

In Re New Hope Personal Care Homes, Inc.
        fka New Hope Home Health Care, Inc.
        dba Pennswood Manor
        dba Mountainside Manor
   Bankr. M.D. Pa. Case No. 11-04036
      Chapter 11 Petition filed June 1, 2011
        See http://bankrupt.com/misc/pamb11-04036.pdf

In Re Anderson Foot Care, P. A.
   Bankr. E.D. Texas Case No. 11-41718
      Chapter 11 Petition filed June 1, 2011
         See http://bankrupt.com/misc/txeb11-41718.pdf

In Re Richard Wilkinson
   Bankr. S.D. Texas Case No. 11-34626
      Chapter 11 Petition filed June 1, 2011

In Re Gregory Hairston
   Bankr. E.D. Va. Case No. 11-14079
      Chapter 11 Petition filed June 1, 2011

In Re Edwin Mapenla Moyo
   Bankr. N.D. Ala. Case No. 11--02873
      Chapter 11 Petition filed June 2, 2011

In Re Beverly QSR, Inc.
   Bankr. C.D. Calif. Case No. 11-33965
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/cacb11-33965.pdf

In Re Charles Hooper
   Bankr. C.D. Calif. Case No. 11--28198
      Chapter 11 Petition filed June 2, 2011

In Re Claudia Stackle
   Bankr. C.D. Calif. Case No. 11-17850
      Chapter 11 Petition filed June 2, 2011

In Re George Logan
   Bankr. E.D. Calif. Case No. 11-16431
      Chapter 11 Petition filed June 2, 2011

In Re Joan Bucklin
   Bankr. E.D. Calif. Case No. 11-16403
      Chapter 11 Petition filed June 2, 2011

In Re Robert Rowland
   Bankr. E.D. Calif. Case No. 11-16400
      Chapter 11 Petition filed June 2, 2011

In Re Bob Sbragia Dba Bob's Produce Inc.
   Bankr. N.D. Calif. Case No. 11-32150
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/canb11-32150.pdf

In Re Brendon Butera Collections, LLC
   Bankr. S.D. Calif. Case No. 11-09376
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/casb11-09376.pdf

In Re James Hirsch
   Bankr. S.D. Calif. Case No. 11-09390
      Chapter 11 Petition filed June 2, 2011

In Re Withlacoochee Partners LLC
   Bankr. S.D. Fla. Case No. 11-25385
      Chapter 11 Petition filed June 2, 2011
         filed pro se

In Re Park Avenue Rugs, Inc.
   Bankr. N.D. Ga. Case No. 11-66107
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/ganb11-66107.pdf

In Re Joe Tecce, Inc.
        dba Joe Tecce's Ristorante & Cafe
   Bankr. D. Mass. Case No. 11-15320
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/mab11-15320.pdf

In Re Beninati Contracting Services, Inc.
   Bankr. E.D. Mich. Case No. 11-55596
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/mieb11-55596p.pdf
         See http://bankrupt.com/misc/mieb11-55596c.pdf

In Re Pagano Development Company, Inc.
   Bankr. D. N.J. Case No. 11-27173
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/njb11-27173.pdf

In Re Ridge Transport System Inc.
   Bankr. E.D.N.Y. Case No. 11-44774
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/nyeb11-44774.pdf

In Re Charles Neilson
   Bankr. W.D. Pa. Case No. 11-23549
      Chapter 11 Petition filed June 2, 2011

In Re Kobe Real Estate, LLC
   Bankr. D. S.C. Case No. 11-03591
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/scb11-03591.pdf

In Re Cynthia Warner
   Bankr. E.D. Tenn. Case No. 11-13001
      Chapter 11 Petition filed June 2, 2011

In Re Sita Enterprise, LLC
   Bankr. W.D. Tenn. Case No. 11-25536
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/tnwb11-25536.pdf

In Re Matthew Morris
   Bankr. W.D. Wash. Case No. 11-44534
      Chapter 11 Petition filed June 2, 2011

In Re Growing Time Nursery School, Inc.
   Bankr. E.D. Wis. Case No. 11-28992
      Chapter 11 Petition filed June 2, 2011
         See http://bankrupt.com/misc/wieb11-28992.pdf

In Re Armen Gharabegian
   Bankr. C.D. Calif. Case No. 11-34223
      Chapter 11 Petition filed June 3, 2011

In Re Christopher Reyes
   Bankr. C.D. Calif. Case No. 11-34167
      Chapter 11 Petition filed June 3, 2011

In Re Cindy Walters
   Bankr. C.D. Calif. Case No. 11-17911
      Chapter 11 Petition filed June 3, 2011

In Re Duane Hanna
   Bankr. C.D. Calif. Case No. 11-12654
      Chapter 11 Petition filed June 3, 2011

In Re Nicholas Deleo
   Bankr. C.D. Calif. Case No. 11-16900
      Chapter 11 Petition filed June 3, 2011

In Re Gregory Shinkwin
   Bankr. E.D. Calif. Case No. 11-92004
      Chapter 11 Petition filed June 3, 2011

In Re Jeffery Saich
   Bankr. E.D. Calif. Case No. 11-33952
      Chapter 11 Petition filed June 3, 2011

In Re Jitendra Patel
   Bankr. E.D. Calif. Case No. 11-33978
      Chapter 11 Petition filed June 3, 2011

In Re Manuel Santos
   Bankr. E.D. Calif. Case No. 11-16468
      Chapter 11 Petition filed June 3, 2011

In Re Jeffrey Freiberg
   Bankr. N.D. Calif. Case No. 11-12149
      Chapter 11 Petition filed June 3, 2011

In Re HLS Kitchen, LLC
        dba Georgetown Saloon
   Bankr. D. Conn. Case No. 11-51121
      Chapter 11 Petition filed June 3, 2011
        See http://bankrupt.com/misc/ctb11-51121.pdf

In Re Dharmesh Parbhoo
   Bankr. N.D. Ga. Case No. 11-66241
      Chapter 11 Petition filed June 3, 2011

In Re Faith Mission Ministries, Inc.
   Bankr. N.D. Ga. Case No. 11-11878
      Chapter 11 Petition filed June 3, 2011
        See http://bankrupt.com/misc/ganb11-11878.pdf

In Re Mini Properties Centers, LLC
   Bankr. W.D. Ky. Case No. 11-32762
      Chapter 11 Petition filed June 3, 2011
        See http://bankrupt.com/misc/kywb11-32762.pdf

In Re Nola Bullitt
   Bankr. W.D. Ky. Case No. 11-32777
      Chapter 11 Petition filed June 3, 2011

In Re The Queen LLC
        dba Sam's Kid Restaurant
   Bankr. D. Md. Case No. 11-21772
      Chapter 11 Petition filed June 3, 2011
        See http://bankrupt.com/misc/mdb11-21772.pdf

In Re Retail Power, Inc.
        dba Citgo Food Mart
   Bankr. E.D. N.C. Case No. 11-04326
      Chapter 11 Petition filed June 3, 2011
        See http://bankrupt.com/misc/nceb11-04326.pdf

In Re Deborah Roberts
   Bankr. M.D. N.C. Case No. 11-80904
      Chapter 11 Petition filed June 3, 2011

In Re Harry Burns
   Bankr. D. Ore. Case No. 11-34908
      Chapter 11 Petition filed June 3, 2011

In Re Larry Metcalf
   Bankr. M.D. Tenn. Case No. 11-05587
      Chapter 11 Petition filed June 3, 2011

In Re Mitchell Ridenhour
   Bankr. E.D. Va. Case No. 11-72601
      Chapter 11 Petition filed June 3, 2011

In Re Pauline Stone
   Bankr. E.D. Wis. Case No. 11-28999
      Chapter 11 Petition filed June 3, 2011

In Re Nicole Watts
   Bankr. C.D. Calif. Case No. 11-34242
      Chapter 11 Petition filed June 4, 2011

In Re Edwin Joseph
   Bankr. N.D. Ga. Case No. 11-66382
      Chapter 11 Petition filed June 4, 2011

In Re MT Zion Holiness Church
        aka Trustees of Mt. Zion Holiness Church
   Bankr. D. S.C. Case No. 11-03630
      Chapter 11 Petition filed June 4, 2011
        See http://bankrupt.com/misc/scb11-03630.pdf

In Re Ronald Rains
   Bankr. S.D. Texas Case No. 11-20322
      Chapter 11 Petition filed June 4, 2011

In Re Max Vildosola
   Bankr. D. Nev. Case No. 11-18847
      Chapter 11 Petition filed June 5, 2011

In Re Todd Brunner
   Bankr. E.D. Wis. Case No. 11-29064
      Chapter 11 Petition filed June 5, 2011

In Re Tae Choe
   Bankr. D. Ariz. Case No. 11-16337
      Chapter 11 Petition filed June 6, 2011

In Re Gerald Nicholson
   Bankr. C.D. Calif. Case No. 11-34458
      Chapter 11 Petition filed June 6, 2011

In Re Glenroy Day
   Bankr. C.D. Calif. Case No. 11-17021
      Chapter 11 Petition filed June 6, 2011

In Re Jonathan Withers
   Bankr. C.D. Calif. Case No. 11-28581
      Chapter 11 Petition filed June 6, 2011

In Re Luis Vega
   Bankr. C.D. Calif. Case No. 11-34436
      Chapter 11 Petition filed June 6, 2011

In Re Vibrida QSR, Inc.
   Bankr. C.D. Calif. Case No. 11-34482
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/cacb11-34482.pdf

In Re 910 La Senda, LLC
   Bankr. N.D. Calif. Case No. 11-32170
      Chapter 11 Petition filed June 6, 2011
         filed pro se

In Re Francisco Hernandez
   Bankr. N.D. Calif. Case No. 11-55377
      Chapter 11 Petition filed June 6, 2011

In Re Gregg Pearson
   Bankr. N.D. Calif. Case No. 11-46163
      Chapter 11 Petition filed June 6, 2011

In Re Pacific Tweed, Inc.
   Bankr. N.D. Calif. Case No. 11-55397
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/canb11-55397.pdf

In Re Plantation Land & Timber, LLC
   Bankr. M.D. Ga. Case No. 11-51745
      Chapter 11 Petition filed June 6, 2011
        See http://bankrupt.com/misc/gamb11-51745.pdf

In Re Dion Jennings
   Bankr. N.D. Ga. Case No. 11-11925
      Chapter 11 Petition filed June 6, 2011

In Re Wood Builders and Erectors, Inc.
   Bankr. N.D. Ga. Case No. 11-11926
      Chapter 11 Petition filed June 6, 2011
        See http://bankrupt.com/misc/ganb11-11926.pdf

In Re Woodco Hospitality, LLC
   Bankr. N.D. Ga. Case No. 11-11928
      Chapter 11 Petition filed June 6, 2011
        See http://bankrupt.com/misc/ganb11-11928.pdf

In Re Augusta Mission Central Church, Inc.
   Bankr. S.D. Ga. Case No. 11-11081
      Chapter 11 Petition filed June 6, 2011
        See http://bankrupt.com/misc/gasb11-11081.pdf

In Re Kevin Werry
   Bankr. D. Idaho Case No. 11-01710
      Chapter 11 Petition filed June 6, 2011

In Re Gary DeClark
   Bankr. N.D. Ill. Case No. 11-23925
      Chapter 11 Petition filed June 6, 2011

In Re Gregory Lewandowski
   Bankr. N.D. Ill. Case No. 11-23908
      Chapter 11 Petition filed June 6, 2011

In Re Mitchell Plumbing, Inc.
   Bankr. N.D. Ill. Case No. 11-23842
      Chapter 11 Petition filed June 6, 2011
        See http://bankrupt.com/misc/ilnb11-23842.pdf

In Re Randy Hinkley
   Bankr. W.D. Mo. Case No. 11-42638
      Chapter 11 Petition filed June 6, 2011

In Re Adan Cardenas
   Bankr. D. Nev. Case No. 11-18858
      Chapter 11 Petition filed June 6, 2011

In Re Dwight Williams
   Bankr. D. Nev. Case No. 11-18867
      Chapter 11 Petition filed June 6, 2011

In Re Edilberto Santos
   Bankr. D. Nev. Case No. 11-18875
      Chapter 11 Petition filed June 6, 2011

In Re Shawn Lustig
   Bankr. D. Nev. Case No. 11-18873
      Chapter 11 Petition filed June 6, 2011

In Re Tatyana Pederson
   Bankr. D. Nev. Case No. 11-18874
      Chapter 11 Petition filed June 6, 2011

In Re Charles Hester
   Bankr. E.D. N.C. Case No. 11-04375
      Chapter 11 Petition filed June 6, 2011

In Re Glennie Lynn
   Bankr. E.D. N.C. Case No. 11-04358
      Chapter 11 Petition filed June 6, 2011

In Re Natalie Nebblett
   Bankr. D. N.J. Case No. 11-27398
      Chapter 11 Petition filed June 6, 2011

In Re Caribbean Cargo & Package Service
   Bankr. E.D.N.Y. Case No. 11-44843
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/nyeb11-44843.pdf

In Re Racer X Realty Ltd.
   Bankr. N.D. N.Y. Case No. 11-61267
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/nynb11-61267.pdf

In Re Mapes Condominium Corp.
   Bankr. S.D.N.Y. Case No. 11-12717
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/nysb11-12717.pdf

In Re Joanne Gibbs
   Bankr. E.D. Tenn. Case No. 11-32704
      Chapter 11 Petition filed June 6, 2011

In Re Gillespie Jewelers, Inc.
   Bankr. N.D. Texas Case No. 11-33748
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/txnb11-33748.pdf

In Re Uyoma III, LLC
   Bankr. N.D. Texas Case No. 11-33693
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/txnb11-33693.pdf

In Re Alux Real Estate, LLC
   Bankr. S.D. Texas Case No. 11-70342
      Chapter 11 Petition filed June 6, 2011
         See http://bankrupt.com/misc/txsb11-70342.pdf

In Re Dimitrios Ifantis
   Bankr. S.D. Texas Case No. 11-34826
      Chapter 11 Petition filed June 6, 2011

In Re Juan Frias
   Bankr. S.D. Texas Case No. 11-34761
      Chapter 11 Petition filed June 6, 2011

In Re Ronald Calvin
   Bankr. S.D. Texas Case No. 11-34908
      Chapter 11 Petition filed June 6, 2011

In Re Douglas Raney
   Bankr. W.D. Texas Case No. 11-51996
      Chapter 11 Petition filed June 6, 2011

In Re Franchise Specialist, Inc.
   Bankr. W.D. Texas Case No. 11-11425
      Chapter 11 Petition filed June 6, 2011
         filed pro se

In Re FSI-TEXVAL, LLC
   Bankr. W.D. Texas Case No. 11-11424
      Chapter 11 Petition filed June 6, 2011
         filed pro se

In Re Wahid Azimi
   Bankr. E.D. Va. Case No. 11-14191
      Chapter 11 Petition filed June 6, 2011

In Re David Jacobs
   Bankr. D. Ariz. Case No. 11-16446
      Chapter 11 Petition filed June 7, 2011

In Re SM Surfaces, Inc.
   Bankr. D. Ariz. Case No. 11-16486
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/azb11-16486.pdf

In Re Sachidanand Sinha
   Bankr. C.D. Calif. Case No. 11-18053
      Chapter 11 Petition filed June 7, 2011

In Re Frank John di Bari DDS Dental Corporation
   Bankr. N.D. Calif. Case No. 11-12174
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/canb11-12174.pdf

In Re Gregory Beardsley
   Bankr. N.D. Calif. Case No. 11-55414
      Chapter 11 Petition filed June 7, 2011

In Re John Le
   Bankr. N.D. Calif. Case No. 11-46203
      Chapter 11 Petition filed June 7, 2011

In Re Edward McArdle
   Bankr. S.D. Calif. Case No. 11-09549
      Chapter 11 Petition filed June 7, 2011

In Re Lue Jackson
   Bankr. D. Mass. Case No. 11-15445
      Chapter 11 Petition filed June 7, 2011


In Re Mike-Sab A Nevada, LLC
   Bankr. D. Nev. Case No. 11-18901
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/nvb11-18901.pdf

   In Re Mike-Sab #2 Nevada LLC
      Bankr. D. Nev. Case No. 11-18902
         Chapter 11 Petition filed June 7, 2011

      In Re Mesquite Park Nevada, LLC
         Bankr. D. Nev. Case No. 11-18903
            Chapter 11 Petition filed June 7, 2011


In Re Raphael Development Corp.
        dba A W Auto Parts Inc.
   Bankr. E.D.N.Y. Case No. 11-74019
      Chapter 11 Petition filed June 7, 2011
         filed pro se

In Re MM Construction
   Bankr. S.D.N.Y. Case No. 11-36658
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/nysb11-36658.pdf

In Re Clarence Dillingham
   Bankr. W.D. N.C. Case No. 11-10572
      Chapter 11 Petition filed June 7, 2011

In Re HSM Partners, LP
   Bankr. N.D. Texas Case No. 11-33804
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/txnb11-33804.pdf

   In Re Wappapello Holdings, Ltd.
      Bankr. N.D. Texas Case No. 11-33805
         Chapter 11 Petition filed June 7, 2011
            See http://bankrupt.com/misc/txnb11-33805.pdf


In Re Greater Faith Baptist Church
   Bankr. S.D. Texas Case No. 11-34982
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/txsb11-34982.pdf

In Re MCC Humble Auto Paint, Inc.
        aka MCC Humble Auto Paint
        aka Maaco Colllision Repair and Auto Painting
   Bankr. S.D. Texas Case No. 11-34994
      Chapter 11 Petition filed June 7, 2011
        See http://bankrupt.com/misc/txsb11-34994.pdf

In Re Dana Duncan
   Bankr. D. Ariz. Case No. 11-16577
      Chapter 11 Petition filed June 8, 2011

In Re Katherine Hudson
   Bankr. D. Ariz. Case No. 11-16563
      Chapter 11 Petition filed June 8, 2011

In Re Patricia Honga
   Bankr. D. Ariz. Case No. 11-16681
      Chapter 11 Petition filed June 8, 2011

In Re Jorge Barajas
   Bankr. C.D. Calif. Case No. 11-34851
      Chapter 11 Petition filed June 8, 2011

In Re Rodolfo Herrera
   Bankr. C.D. Calif. Case No. 11-18183
      Chapter 11 Petition filed June 8, 2011

In Re Williams Iyasere
   Bankr. E.D. Calif. Case No. 11-34330
      Chapter 11 Petition filed June 8, 2011

In Re Abbas Hosseinian
   Bankr. N.D. Calif. Case No. 11-55453
      Chapter 11 Petition filed June 8, 2011

In Re Bruce Lichorowic
   Bankr. N.D. Calif. Case No. 11-55456
      Chapter 11 Petition filed June 8, 2011

In Re Crosby's Northeast Foundation, Inc.
   Bankr. D. Conn. Case No. 11-31529
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/ctb11-31529.pdf

In Re Total Caterers Enterprise, Inc.
        dba 1409 Playbill Cafe
   Bankr. D. D.C. Case No. 11-00442
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/dcb11-00442.pdf

In Re G. Harrell & Co., Inc.
        dba Sesame Seed Pree School
   Bankr. N.D. Ga. Case No. 11-67149
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/ganb11-67149.pdf

In Re Bronzeville Regal Residences, LLC
   Bankr. N.D. Ill. Case No. 11-24271
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/ilnb11-24271.pdf

In Re John Paulsen
   Bankr. W.D. Mich. Case No. 11-06367
      Chapter 11 Petition filed June 8, 2011

In Re Halfway Restaurant, L.L.C.
   Bankr. W.D. Mo. Case No. 11-42661
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/mowb11-42661.pdf

In Re Positive Marketing Inc.
   Bankr. W.D.N.Y. Case No. 11-12036
      Chapter 11 Petition filed June 8, 2011
         filed pro se

In Re Waldo Alfaro
   Bankr. E.D. Pa. Case No. 11-14580
      Chapter 11 Petition filed June 8, 2011

In Re Charles Kirkland
   Bankr. W.D. Pa. Case No. 11-23676
      Chapter 11 Petition filed June 8, 2011

In Re Fred Moore Trucking Inc.
        aka Fred Moore III
   Bankr. W.D. Pa. Case No. 11-23694
      Chapter 11 Petition filed June 8, 2011
        See http://bankrupt.com/misc/pawb11-23694.pdf

In Re Donald Schofield
   Bankr. M.D. Tenn. Case No. 11-05743
      Chapter 11 Petition filed June 8, 2011

In Re Lewie Anderton
   Bankr. E.D. Texas Case No. 11-60526
      Chapter 11 Petition filed June 8, 2011

In Re Elite Fitness for Women, Inc.
   Bankr. N.D. Texas Case No. 11-33830
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/txnb11-33830p.pdf
         See http://bankrupt.com/misc/txnb11-33830c.pdf

In Re Rychardz Benns
   Bankr. D. Utah Case No. 11-28495
      Chapter 11 Petition filed June 8, 2011

In Re Jason Westerlund
   Bankr. E.D. Va. Case No. 11-14271
      Chapter 11 Petition filed June 8, 2011


In Re David Jacobs
   Bankr. D. Ariz. Case No. 11-16446
      Chapter 11 Petition filed June 7, 2011

In Re SM Surfaces, Inc.
   Bankr. D. Ariz. Case No. 11-16486
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/azb11-16486.pdf

In Re Sachidanand Sinha
   Bankr. C.D. Calif. Case No. 11-18053
      Chapter 11 Petition filed June 7, 2011

In Re Frank John di Bari DDS Dental Corporation
   Bankr. N.D. Calif. Case No. 11-12174
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/canb11-12174.pdf

In Re Gregory Beardsley
   Bankr. N.D. Calif. Case No. 11-55414
      Chapter 11 Petition filed June 7, 2011

In Re John Le
   Bankr. N.D. Calif. Case No. 11-46203
      Chapter 11 Petition filed June 7, 2011

In Re Edward McArdle
   Bankr. S.D. Calif. Case No. 11-09549
      Chapter 11 Petition filed June 7, 2011

In Re Lue Jackson
   Bankr. D. Mass. Case No. 11-15445
      Chapter 11 Petition filed June 7, 2011


In Re Mike-Sab A Nevada, LLC
   Bankr. D. Nev. Case No. 11-18901
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/nvb11-18901.pdf

   In Re Mike-Sab #2 Nevada LLC
      Bankr. D. Nev. Case No. 11-18902
         Chapter 11 Petition filed June 7, 2011

      In Re Mesquite Park Nevada, LLC
         Bankr. D. Nev. Case No. 11-18903
            Chapter 11 Petition filed June 7, 2011


In Re Raphael Development Corp.
        dba A W Auto Parts Inc.
   Bankr. E.D.N.Y. Case No. 11-74019
      Chapter 11 Petition filed June 7, 2011
         filed pro se

In Re MM Construction
   Bankr. S.D.N.Y. Case No. 11-36658
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/nysb11-36658.pdf

In Re Clarence Dillingham
   Bankr. W.D. N.C. Case No. 11-10572
      Chapter 11 Petition filed June 7, 2011


In Re HSM Partners, LP
   Bankr. N.D. Texas Case No. 11-33804
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/txnb11-33804.pdf

   In Re Wappapello Holdings, Ltd.
      Bankr. N.D. Texas Case No. 11-33805
         Chapter 11 Petition filed June 7, 2011
            See http://bankrupt.com/misc/txnb11-33805.pdf


In Re Greater Faith Baptist Church
   Bankr. S.D. Texas Case No. 11-34982
      Chapter 11 Petition filed June 7, 2011
         See http://bankrupt.com/misc/txsb11-34982.pdf

In Re MCC Humble Auto Paint, Inc.
        aka MCC Humble Auto Paint
        aka Maaco Colllision Repair and Auto Painting
   Bankr. S.D. Texas Case No. 11-34994
      Chapter 11 Petition filed June 7, 2011
        See http://bankrupt.com/misc/txsb11-34994.pdf

In Re Dana Duncan
   Bankr. D. Ariz. Case No. 11-16577
      Chapter 11 Petition filed June 8, 2011

In Re Katherine Hudson
   Bankr. D. Ariz. Case No. 11-16563
      Chapter 11 Petition filed June 8, 2011

In Re Patricia Honga
   Bankr. D. Ariz. Case No. 11-16681
      Chapter 11 Petition filed June 8, 2011

In Re Jorge Barajas
   Bankr. C.D. Calif. Case No. 11-34851
      Chapter 11 Petition filed June 8, 2011

In Re Rodolfo Herrera
   Bankr. C.D. Calif. Case No. 11-18183
      Chapter 11 Petition filed June 8, 2011

In Re Williams Iyasere
   Bankr. E.D. Calif. Case No. 11-34330
      Chapter 11 Petition filed June 8, 2011

In Re Abbas Hosseinian
   Bankr. N.D. Calif. Case No. 11-55453
      Chapter 11 Petition filed June 8, 2011

In Re Bruce Lichorowic
   Bankr. N.D. Calif. Case No. 11-55456
      Chapter 11 Petition filed June 8, 2011

In Re Crosby's Northeast Foundation, Inc.
   Bankr. D. Conn. Case No. 11-31529
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/ctb11-31529.pdf

In Re Total Caterers Enterprise, Inc.
        dba 1409 Playbill Cafe
   Bankr. D. D.C. Case No. 11-00442
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/dcb11-00442.pdf

In Re G. Harrell & Co., Inc.
        dba Sesame Seed Pree School
   Bankr. N.D. Ga. Case No. 11-67149
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/ganb11-67149.pdf

In Re Bronzeville Regal Residences, LLC
   Bankr. N.D. Ill. Case No. 11-24271
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/ilnb11-24271.pdf

In Re John Paulsen
   Bankr. W.D. Mich. Case No. 11-06367
      Chapter 11 Petition filed June 8, 2011

In Re Halfway Restaurant, L.L.C.
   Bankr. W.D. Mo. Case No. 11-42661
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/mowb11-42661.pdf

In Re Positive Marketing Inc.
   Bankr. W.D.N.Y. Case No. 11-12036
      Chapter 11 Petition filed June 8, 2011
         filed pro se

In Re Waldo Alfaro
   Bankr. E.D. Pa. Case No. 11-14580
      Chapter 11 Petition filed June 8, 2011

In Re Charles Kirkland
   Bankr. W.D. Pa. Case No. 11-23676
      Chapter 11 Petition filed June 8, 2011

In Re Fred Moore Trucking Inc.
        aka Fred Moore III
   Bankr. W.D. Pa. Case No. 11-23694
      Chapter 11 Petition filed June 8, 2011
        See http://bankrupt.com/misc/pawb11-23694.pdf

In Re Donald Schofield
   Bankr. M.D. Tenn. Case No. 11-05743
      Chapter 11 Petition filed June 8, 2011

In Re Lewie Anderton
   Bankr. E.D. Texas Case No. 11-60526
      Chapter 11 Petition filed June 8, 2011

In Re Elite Fitness for Women, Inc.
   Bankr. N.D. Texas Case No. 11-33830
      Chapter 11 Petition filed June 8, 2011
         See http://bankrupt.com/misc/txnb11-33830p.pdf
         See http://bankrupt.com/misc/txnb11-33830c.pdf

In Re Rychardz Benns
   Bankr. D. Utah Case No. 11-28495
      Chapter 11 Petition filed June 8, 2011

In Re Jason Westerlund
   Bankr. E.D. Va. Case No. 11-14271
      Chapter 11 Petition filed June 8, 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.


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