TCR_Public/110617.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 17, 2011, Vol. 15, No. 166

                            Headlines

5TH AVENUE: Court Approves Blitz Lee as Accountant
ACCENTIA BIOPHARMACEUTICALS: Inks Deal for $4-Mil. Convert. Debt
AFFILIATED MEDIA: Buyout Talks With Freedom Comms Break Down
ALABAMA AIRCRAFT: Severe Weather Forced Delay of Boeing Repairs
ARK DEVELOPMENT: U.S. Trustee Unable to Form Committee

ARTECITY PARK: To Sell 124 Residential Units at Auction
ASHLAND CITY: Moody's Keeps 'Ba1' Corp. Rating Under Review
ASNACO LLC: Judge Dismisses Chapter 11 Case
AURA SYSTEMS: CEO Melvin Gagerman Files SEC Form 5
AURA SYSTEMS: Kabani & Company Raises Going Concern Doubt

AVASTRA SLEEP: Chapter 15 Case Summary
AVIS BUDGET CAR: Moody's Affirms CFR at 'B1'; Outlook Stable
AVIS BUDGET: Fitch Says Ratings Unaffected by Unit's Acquisition
BAKERS FOOTWEAR: Incurs $2.51 Million Net Loss in April 30 Qtr.
BCBG MAX: S&P Rates $230-Mil. Senior Secured Term Loan at 'B'

BEAZER HOMES: Names Allan Merrill President and CEO
BEEBE MEDICAL: S&P Raises Rating on $42.4MM Revenue Bonds to 'B-'
BERNARD L MADOFF: Feeder Fund Investors Challenge Trustee Deal
BERNARD L MADOFF: Court OKs Sale of Madoff Brother's Aston Martin
BIOJECT MEDICAL: Two Directors Elected at Annual Meeting

BIOLASE TECHNOLOGY: Set to Join Russell 2000 Index
BIONEUTRAL GROUP: Posts $1 Million Net Loss in Q2 Ended April 30
BOWE BELL: Court OKs Sale of All Assets to Colorado BBH
BOWE BELL: Settlement on Sale Process and Financing Approved
CARTER'S GROVE: Claims to be Paid on Effective Date or Over Time

CARTER'S GROVE: Files Schedules of Assets & Liabilities
CC MEDIA: Closes $750 Million Priority Guarantee Notes Offering
CHATHAM MILLS: Case Summary & 19 Largest Unsecured Creditors
COMARCO INC: Posts $1.26-Mil. Net Loss in First Quarter
COMMPARTNERS LLC: Supreme Ruling Favors Local Exchange Carriers

COMMUNITY HEALTH: Moody's Confirms B1 CFR; Outlook Negative
CONGRESS SAND: Taps Beveridge & Diamond as Special Counsel
CONTINENTAL COMMON: Disclosure Statement Hearing Moved to July 6
CONTINENTAL COMMON: Can Further Use Cash Collateral Until June 30
DAIS ANALYTIC: Amends 2009 10-K to Correct Errors

DAYTON POWER: Moody's Says Acquisition to Result in 'Ba1' Rating
DELTA PETROLEUM: Aleron Larson Resigns from Board
DENNY'S CORPORATION: Adopts Pre-Arranged Stock Trading Plan
DETROIT, MI: Not Going Into Bankruptcy, Michigan Gov. Snyder Says
EDGEN MURRAY: Promotes C. Kiefer to EVP & COO Global Operations

ELDORADO RESORTS: S&P Assigns 'B+' Corporate Credit Rating
EMIVEST AEROSPACE: New Owner Will Operate as SyberJet Aircraft
EMPIRE PLASTERING: Involuntary Chapter 11 Case Summary
ENRON CORP: ECRC Files 26TH Post-Confirmation Report
ENRON CORP: Updates Schedule of Distributions to Creditors

ENRON CORP: District Court Junks Nat'l City Bank Appeal
BORDERS GROUP: Cuts Tentative Lender Deal To Avoid Closing Sales
BORDERS GROUP: $834,000 in Claims Changed Hands Last Month
EXTENDED STAY: Trust Sues Blackstone for $6.3 Billion
FENTURA FINANCIAL: Appoints Frederick Dillingham to Board

FKF MADISON: HFZ and CIM File Plan to Take Over Project
FREE AND CLEAR III: Files List of 20 Largest Unsecured Creditors
FREEDOM COMMS: Buyout Talks With MediaNews Break Down
GARDENS OF GRAPEVINE: Palmeiro's Project Selling Parcel to Lincoln
GIORDANO'S ENTEPRISES: Owner Banned for "American Freemen" Claim

GLOBE IRON: Case Summary & 20 Largest Unsecured Creditors
GOLDEN ELEPHANT: Posts $1.3-Mil. Net Loss in Q2 of 2010
GOODMAN GLOBAL: Moody's Affirms CFR at 'B1'; Outlook Stable
GP WEST: Case Summary & 4 Largest Unsecured Creditors
GROVE STREET: Can Further Use Cash Collateral Until June 30

GSC GROUP: Trustee's Counsel Agrees to Trim, Hold Back Fees
GULFSTREAM INT'L: Plans More Flights to Bahamas
HALCYON HOLDING: Wins Confirmation of Liquidating Chapter 11 Plan
HAMPTON ROADS: Launches At-The-Market Equity Offering
HARDAGE HOTELS: Court Denies Access to CW Capital Cash Collateral

HARVEST OAKS: Plan Hearing Set for July 6, Objections due June 30
HARVEST OAKS: Further Cash Collateral Hearing Set for July 6
HEARUSA INC: U.S. Trustee Taps 5-Member Creditors' Panel
HERON LAKE: Reports $438,800 Net Income in Q2 Ended April 30
HINGHAM CAMPUS: Files Chapter 11 with Reorganization Plan

HINGHAM CAMPUS: Voluntary Chapter 11 Case Summary
INC RESEARCH: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
JEFFERSON COUNTY, ALA: Cuts Budget, Approves Big Layoffs
KIEBLER RECREATION: Court OKs Sale of Substantially All Assets
KINDRED HEALTHCARE: S&P Assigns 'B+' Corporate Credit Rating
KT SPEARS: RBC Bank Wants Reorganization Case Dismissed

LA VILLITA: Has Access to Lenders Cash Collateral Until July 31
LAS VEGAS MONORAIL: Files Revised Papers for Disclosure Hearing
LAS VEGAS SANDS: S&P Upgrades Corporate Credit Rating to 'BB'
LEED CORP: Has Continued Access to Lenders' Cash Collateral
LEXARIA CORP: Posts $155,800 Net Loss in Q2 Ended April 30

LUXURY VENTURES: N.Y. Court Affirms Dismissal of One Step Up Suit
MACCO PROPERTIES: Michael Deeba Appointed as Chapter 11 Trustee
MACCO PROPERTIES: Trustee Seeks to Tap Bellingham & Loyd as Attys.
MACCO PROPERTIES: Trustee Seeks to Tap MEDPPLC as Fin'l Consultant
MACCO PROPERTIES: First Enterprise Wants to Join Committee

MADISON HOTEL: Files Schedules of Assets & Liabilities
MAJESTIC STAR: Staff Cuts Affect 50 Workers at Two Gaming Boats
MICHAEL BRIGGS: Watchdog Wants Claim Made Non-Dischargeable
MOUNTAIN PROVINCE: Incurs C$2.09-Mil. Net Loss in March 31 Qtr.
MOUNTAIN PROVINCE: Provides Update on Gahcho Kue Project

MSR RESORT: Wants Until June 30 to Propose Chapter 11 Plan
MSR RESORT: Has Until Aug. 30 to Decide on Property Leases
NEW ENTERPRISE: S&P Lowers CCR to 'B-' on Lower Liquidity
NEXAIRA WIRELESS: Posts $927,800 Net Loss in Q2 Ended April 30
NORTEL NETWORKS: Qwest Joins Objections to Google Sale

NORTHERN BERKSHIRE: Hospital to Close Absent Access to Collateral
NORTHERN BERKSHIRE: Case Summary & 30 Largest Unsecured Creditors
NORTHLAKE DEVELOPMENT: 5th Cir. Affirms Ruling on BankPlus Deeds
O&G LEASING: Hires Summit Group Partners as Financial Advisor
PERKINS & MARIE: Sold Trademarks One Week Before Bankruptcy

PFG ASPENWALK: Plan Confirmation Hearing Scheduled for June 22
PHILADELPHIA NEWSPAPERS: Defamation Claims Released Under Plan
PLATINUM ENERGY: Incurs $314,786 Net Loss in March 31 Quarter
PR WIRELESS: Moody's Assigns B2 Rating to US$71.5-Mil. Add-On
QUANTUM CORP: Reports $4.54 Million Net Income in Fiscal 2011

QUANTUM CORP: Acquires Pancetera Software for $12 Million
RASER TECHNOLOGIES: Shareholder Wants Ch. 11 Trustee Appointed
REID PARK: Has Court OK to Use WBCMT Cash Collateral Until July 12
REID PARK: WBCMT Lender Wants Hanson Stripped of Control
REOSTAR ENERGY: Plan Filing Period Extended to June 30

REXAIR HOLDINGS: Moody's Withdraws 'B1' Corporate Family Rating
RITE AID: Suspends Filing of Reports Under 401(k) Plans
ROCK & REPUBLIC: Founder Denies Liquidating Trustee's Charges
RUTHERFORD CONSTRUCTION: U.S. Trustee Objects to Motley's Auctions
SBARRO INC: Seeks Court Approval for Employee Bonus Plan

SCOVILL FASTENERS: $17MM Asset Sale A Setback to Class Plaintiffs
SENSATA TECHNOLOGIES: Suspending Filing of Reports with SEC
SOUTH BAY PROPERTIES: Court Declares Bayside Mortgage Valid
SOUTHWEST GEORGIA: Wants Plan Excluslivity Until Sept. 1
SPANISH BROADCASTING: Tomasello, et al., Hold 7.50% Equity Stake

STATEWIDE INC: Penguin Windows to Shut Down Operations
STATION CASINOS: GVR Committee Taps Brown Rudnick as Co-Counsel
STATION CASINOS: GVR Committee Taps Downey Brand as Local Counsel
STATION CASINOS: GVR Committee Taps GLC as Financial Advisor
STATION CASINOS: GVR Wins OK for FTI as Financial Advisor

TEAM FINANCE: Moody's Gives Ba3 Rating to Sr. Credit Facility
TERRESTAR NETWORKS: Inks Deal for $1.375-Bil. Sale to Dish
TEUFEL NURSERY: Satifies Debt to Textron Financial
TOTES ISOTONER: S&P Affirms Corporate Credit Rating at 'B'
TRANSPECOS FOODS: Loan Bid Dissolves Amid Pushback From Lender

TWIN CITY: Court OKs Asset Sale to Trinity Hospital for $4.85MM
UNISYS CORP: Fitch Upgrades IDR to 'BB-'; Outlook Stable
USG CORP: Fareed Khan Resigns from All Positions
VENTANA HILLS: Hearing Cash Collateral Use Continued Until June 28
VAREL FUNDING: S&P Affirms CCR at 'CCC+'; Outlook Developing

VITRO SAB: Court Rejects Bid to Pay Bonuses Tied to Asset Sale
VUANCE LTD: Fahn Kanne Raises Going Concern Doubt
WARNER MUSIC: Edgar Bronfman Discloses 6.5% Equity Stake
WASHINGTON MUTUAL: Hedge Funds, Equity Panel Deal Falls Through
WEST END: Case Summary & 2 Largest Unsecured Creditors

WESTLAND PARCEL: Court Approves ADG Commercial as Leasing Broker
WJO INC: Has Until Aug. 29 to Decide on Non-Residential Leases
X-RITE INC: S&P Withdraws 'B+' Corporate Credit Rating

* AlixPartners Survey Sees Increase in Prepacks
* Michigan Governor Vows to Keep Cities Away From Bankruptcy

* Damages Are Dischargeable in Injurious Fight
* Proceeds From Sale of Home Are Covered by Exemption

* Thompson Hine Again Ranked as Leading U.S. Law Firm

* BOOK REVIEW: Corporate Players


                            *********


5TH AVENUE: Court Approves Blitz Lee as Accountant
--------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized 5th Avenue Partners LLC employ Blitz Lee & Company as
its accountant.

The firm is expected to prepare consolidated federal and state
income taxes returns for the Debtor and its subsidiary, if
necessary, for the year Dec. 31, 2011, and perform any other tax
accounting services as the Debtor may require of the firm in
connection with its Chapter 11 case.

The firm will charge $15,000 fee for this engagement.

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

Newport Beach, California-based 5th Avenue Partners, LLC, filed
for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667)
on June 25, 2010.  Marc J. Winthrop, Esq., at Winthrop Couchot PC,
in Newport Beach, California, assists the Company in its
restructuring effort.  The Company estimated $10 million to
$50 million in total assets and $50 million to $100 million in
total debts as of the Petition Date.

The Official Committee of Unsecured Creditors tapped Baker &
McKenzie LLP as counsel.


ACCENTIA BIOPHARMACEUTICALS: Inks Deal for $4-Mil. Convert. Debt
----------------------------------------------------------------
Accentia Biopharmaceuticals, Inc. announced Tuesday that the
Company has entered into a definitive financing agreement for
aggregate loans to the Company in the maximum amount of $4 million
to support the development of Revimmune(TM), the Company's
proprietary system-of-care based on high-dose administration of
Cytoxan(R) (cyclophosphamide), for the treatment of autoimmune
disease including multiple sclerosis, as well as providing general
working capital and covering other general corporate expenses.
The funding is being provided by a single investor affiliated with
certain directors of Accentia and its majority owned subsidiary,
Biovest International, Inc.

Accentia's President, Mr. Samuel S. Duffey, stated, "We are
gratified by the ongoing financial support provided by key
shareholders for the important mission to advance Revimmune.  I am
particularly pleased that our corporate progress and demonstrated
pace of execution has facilitated this long-term financing
commitment."

The funding is structured as a secured convertible note bearing
interest at 5% per annum, paid quarterly in cash or at Accentia's
election in common stock.  The note may be converted into Accentia
common stock at $.34 per share, and Accentia can force conversion
of the note into common stock if its closing price is equal to or
greater than $2.00 per share.  The financing includes the issuance
of warrants to purchase up to 5,882,353 million shares of
Accentia's common stock, exercisable at $.47 per share with a
five-year term.  The funding was completed in a private
transaction and the shares underlying the convertible note and
warrant are not being registered with the Securities and Exchange
Commission (SEC) making future sales of common stock subject to
the restrictions of SEC Rule 144.

According to Dr. Carlos F. Santos, Ph.D., Accentia's Chief
Scientific Officer, "This financing will support the launch of our
Revimmune development program which is based on an exclusive
world-wide license from Johns Hopkins University and a strategic
agreement with Baxter Corporation.  Revimmune builds on our core
corporate discipline in immunotherapy, and I believe that the
Revimmune development program will benefit from the expertise and
knowledge gained during our subsidiary's development of
BiovaxID(R), an active immunotherapeutic to treat lymphoma.
BiovaxID, which was developed in collaboration with the NCI, is
the only cancer vaccine that has reported clinical benefit in a
Phase III clinical trial in non-Hodgkin's lymphoma."

                About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(OTC QB: ABPI) -- http://www.accentia.net/ -- is committed to
advancing the autoimmune disease therapy, Revimmune(TM), as a
comprehensive system of care and drug regimen designed for the
treatment of autoimmune diseases.  Revimmune therapy includes an
ultra-high-dose regimen of Cytoxan(R) (cyclophosphamide),
exclusively supplied via a strategic agreement with Baxter
Healthcare Corporation.  Clinical trials for Revimmune are being
planned for the treatment of multiple autoimmune indications.

Accentia holds a majority-ownership stake in Biovest
International, Inc. (OTC QB: "BVTI"), an emerging leader in the
field of active personalized immunotherapies.  In collaboration
with the National Cancer Institute, Biovest has developed a
patient-specific, cancer vaccine, BiovaxID(R), with three clinical
trials completed, including a Phase III study for the treatment of
follicular non-Hodgkin's lymphoma.

Additionally, Accentia's wholly-owned subsidiary, Analytica
International, based in New York City, is a global research and
strategy consulting firm that provides professional services to
the pharmaceutical and biotechnology industries.  Since 1997,
Analytica has expertly directed research studies and projects,
including traditional health economic modeling projects, database
studies, structured reviews, heath technology assessments,
reimbursement analyses, and value dossiers.

On Nov. 10, 2008, Accentia BioPharmaceuticals, along with its
subsidiaries filed for Chapter 11 protection (Bankr. M.D. Fla.
Lead Case No. 08-17795).  The Company emerged from Chapter 11
protection, and the Plan of Reorganization became effective, on
Nov. 17, 2010.

The Company reported a net loss of $8.5 million on $4.4 million of
net sales for the six months ended March 31, 2011, compared with a
net loss of $49.4 million on $5.8 million of net sales for the six
months ended March 31, 2010.  Derivative loss was $234,408 for the
six months ended March 31, 2011, as compared to a loss of
$36.5 million for the six months ended March 31, 2010.  A gain on
reorganization of $12.1 million was recognized on  Nov. 17, 2010,
the Effective Date of the Debtor's Plan.  The gain is primarily a
result of settling claims with cash or stock at amounts less than
the recorded value.

The Company's balance sheet at March 31, 2011, showed $7.5 million
in total assets, $94.2 million in total liabilities, and a
stockholders' deficit of $86.7 million.

                          *     *     *

As reported in the TCR on Feb. 15, 2011, the Company's independent
registered public accounting firm's report included a "going
concern" uncertainty on the financial statements for the year
ended Sept. 30, 2010, citing significant losses and working
capital deficits at that date.

"Our ability to continue present operations and to continue our
product development efforts are dependent upon our ability to
successfully execute the obligations under our Plan and to obtain
significant external funding, which raises substantial doubt about
our ability to continue as a going concern," the Company said in
the filing.


AFFILIATED MEDIA: Buyout Talks With Freedom Comms Break Down
------------------------------------------------------------
The Wall Street Journal's Russell Adams and Mike Spector report
that people familiar with the matter said buyout discussions
between newspaper publishers Freedom Communications Inc. and
MediaNews Group Inc. broke down recently amid disagreements over
price.

The sources told the Journal that Freedom Communications is now
turning attention to other possible suitors and could soon sell
itself in whole or in pieces.

The Journal also reports that people close to MediaNews Group said
the company believes Freedom is worth about $700 million.  Still,
it remained unclear how much MediaNews offered for Freedom during
the recent discussions.  People familiar with the situation said
it remained possible the two sides could resume talks.

According to the Journal, people familiar with Freedom's finances
said the company's newspapers could fetch about $350 million, or
roughly four times their earnings before interest, taxes,
depreciation and amortization. Freedom's television stations could
be worth about $400 million, or about eight times such earnings,
these people said.

Sources told the Journal that MediaNews' offer for Freedom was
fully financed and submitted with bank commitment letters. Some of
the sources said Freedom proved dissatisfied with the price that
the financing supported.

A Freedom spokesman said the company "continues to evaluate its
strategic options."

The Journal notes Alden Global Capital owns interests in both
Freedom and MediaNews, and has been mulling folding together its
newspaper holdings.

The Journal recounts Freedom and MediaNews had been in advanced
discussions for months on a tie-up that would bolster MediaNews's
standing as the second-largest U.S. newspaper conglomerate behind
Gannett Co. in terms of total circulation.

                     About Affiliated Media

Denver, Colorado-based Affiliated Media, Inc., is the holding
company for the MediaNews Group family of newspapers, the nation's
second-largest newspaper publisher by circulation and owner of 54
daily newspapers, over 100 non-daily newspapers, as well as Web
sites, television and radio broadcasters that serve markets in 12
states.

The Company filed for Chapter 11 bankruptcy protection on
(Bankr. D. Delaware Case No. 10-10202) Jan. 22, 2010.  Hughes
Hubbard & Reed LLP, served as the Debtor's general bankruptcy
counsel, while Daniel B. Butz, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, served as the Debtor's co-bankruptcy counsel.  Carl
Marks Advisory Group LLC acted as the Debtor's restructuring
advisor; Rothschild Inc., the Debtor's financial advisor; and Epiq
Bankruptcy Solutions, LLC, the Debtor's claims agent.  The Company
estimated $100 million to $500 million in assets and $500 million
to $1 billion in liabilities.

The Hon. Kevin J. Carey confirmed the Company's plan of
reorganization on March 4, 2010, less than six weeks after
the bankruptcy filing.  The Company had reached agreement
pre-bankruptcy with its lenders on terms of the plan, which
reduces the Company's debt from $930 million to $165 million and
involves no management change or change of control of the Company.

The Plan gives holders of senior notes aggregating $583.1 million
88% of the common stock, the proceeds of $150 million secured term
loan and certain cash payments.  Holders of general unsecured
claims retain their claims or would be paid in full.  Holders of
$326 million in subordinated notes would receive warrants to
purchase stock of the reorganized company.  Holders of equity
interests were wiped out.

Affiliated Media emerged from Chapter 11 protection in March 2010.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
100 daily and weekly publications, plus ancillary magazines and
other specialty publications. The broadcast company's stations --
five CBS, two ABC network affiliates and one CW affiliate -- reach
more than 3 million households across the country. The Company's
news, information and entertainment websites complement its print
and broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP served as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., served as
financial advisors while AlixPartners LLC served as restructuring
consultants.  Logan & Co. served as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.

The Bankruptcy Court confirmed Freedom Communications' Plan of
Reorganization on March 9, 2010.  The Plan became effective
April 30, 2010.  The Plan, which was supported by the Steering
Committee of the Company's secured lenders and the Official
Committee of Unsecured Creditors, eliminated $450 million of debt
from Freedom's balance sheet.


ALABAMA AIRCRAFT: Severe Weather Forced Delay of Boeing Repairs
---------------------------------------------------------------
Martin Swant at the Birmingham News reports that Alabama Aircraft
Industries Inc. said severe weather at its Birmingham facility on
April 27 delayed completion of a defense contract order for Boeing
Co.

According to documents filed in U.S. Bankruptcy Court in Delaware,
the Birmingham-based company said strong winds that day damaged
one of the KC-135 aircraft it was repairing for Boeing.  The plane
was scheduled to be delivered to San Antonio by May 23 until the
storms delayed the final work.  It's the second of three remaining
aircraft being repaired under a contract.

Because of the damage caused by the powerful winds, the KC-135
needed additional repairs, documents state, but the company adds
that further delays came from U.S. government taking almost two
weeks to authorize the additional work, according to the report.

Although documents filed by Alabama Aircraft said the second KC-
135 would be delivered on or before today, it should be delivered
to Boeing in San Antonio by Friday, said Doris Sewell, senior vice
president for legal and support services at Alabama Aircraft
Industries.

                     About Alabama Aircraft

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

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

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

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

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


ARK DEVELOPMENT: U.S. Trustee Unable to Form Committee
------------------------------------------------------
The United States Trustee said it will not appoint at this time a
committee of creditors for Ark Development/Oceanview LLC pursuant
to 11 U.S.C. Sec. 1102.

                     About Ark Development

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

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


ARTECITY PARK: To Sell 124 Residential Units at Auction
-------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that the
remaining 124 residential units and three retail units in the
partially completed Artecity project in Miami Beach are scheduled
for a bankruptcy court auction.

According to the report, Artecity Management, the developer of
the 202-unit project, filed for Chapter 11 protection last year to
halt a foreclosure lawsuit by Corus Construction Venture.  The
lender is a group formed by the Federal Deposit Insurance Corp.
and Starwood Capital Group to assume the loans of the failed Corus
Bank.

In September, Artecity Management agreed to a deal where CCV would
lend it $2.7 million to finish construction on one of its two
towers.  The developer could then attempt to sell the units and
pay the lender at least $223 a square foot for each transaction.

The report notes Artecity Management has not closed on a single
unit since that deal.  It sold 35 condos before the Chapter 11
filing.  However, bankruptcy court records say the developer has
35 contracts to purchase condos there, and those units won't be
included in the auction.

Under the settlement reached between Artecity Management and CCV,
and subsequently approved by the bankruptcy court, CCV will be the
"stalking-horse bidder" with a $50 million bid based on its loan.
It has the right to bid up to $51 million based on its loan.  That
means competing bidders must put down at least $50 million.

                     About Artecity Park LLC

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-31410) on
July 26, 2010.  Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider & Grossman LLP, in Miami, Fla., represents the Debtors
as counsel.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.

Affiliates Artecity Management IXC (Case No. 10-41406), Artecity
Holding Ltd. (Case No. 10-31407), Artepark South Development LLC
(Case No. 10-31412, BKC-AJC), Artecity Plaza LLC (Case No.
10-31411), Artecity Governor LLC (Case No. 10-31409), and Park
Villas Development LLC (Case No. 10-31413) filed separate
Chapter 11 petitions.  The cases are jointly administered under
Artecity Management, LLC.

The Debtors are engaged in the development of a real estate
condominium project in Miami Beach, Florida, known as the
Aretecity.  The Project includes 202 condominium units in five
multi-level buildings, together with retail spaces, two pools, a
fitness and spa facility, and a parking garage.

Artecity Management manages the Debtors' operations and is the
general partner of Artecity Holding, Ltd.  Artecity Holding owns
100% of the membership interests in Artecity Park LLC, Artecity
Plaza LLC, Artecity Governor LLC, Artepark South Development LLC,
and Park Villas Development LLC.


ASHLAND CITY: Moody's Keeps 'Ba1' Corp. Rating Under Review
-----------------------------------------------------------
Moody's Investors Service assigned Baa3 ratings to Ashland Inc.'s
proposed $750mm five year senior secured revolving credit
facility, $1.2 billion five year senior secured term loan A and
$1.7 billion seven year senior secured term loan B. The proposed
debt, along with $520 million of Ashland's existing cash balances,
will finance the $3.2 billion acquisition of International
Specialty Products Inc. While Ashland's Ba1 Corporate Family
Rating will remain under review for a possible downgrade until the
completion of the acquisition, Moody's would affirm this rating if
the transaction is completed and financed as currently
contemplated.

"Despite the significant increase in debt, Ashland is acquiring a
specialty chemical company at an attractive multiple and credit
metrics should recover to levels that would fully support the
rating within the next two years," said Moody's analyst James
Wilkins.

Additionally, Moody's noted that upon completion of the
transaction the rating on the 9.125% notes due 2017 would be
upgraded to Baa3 (from Ba1) as the notes will become secured on a
ratable basis with the $2.9 billion of proposed senior secured
term loans. The ratings on three existing debt issues (6.6% notes
due 2027, 8.8% debentures due 2012 and the medium term notes) will
be downgraded one notch, the Baa2 rating on the existing revolving
credit facility will be withdrawn and the outlook moved to stable.
ISP Chemco LLC's CFR and debt ratings will also be withdrawn once
the transaction is completed.

Ratings assigned:

Ashland Inc.

   -- $750 million 5 year Sr. Sec. Revolving Credit Facility --
Baa3, LGD3, 36%

   -- $1.2 billion 5 year Sr. Sec. Term Loan A -- Baa3, LGD3, 36%

   -- $1.7 billion 7 year Sr. Sec. Term Loan B -- Baa3, LGD3, 36%

Ratings under review that are expected to be affirmed upon
completion of acquisition:

Ashland Inc.

   -- Corporate Family Rating -- Ba1

   -- Probability of Default Rating -- Ba1

Hercules Incorporated

  -- 6.50% Jr Sub Debentures due 2029 -- Ba2 (LGD6, 94%) to Ba2
(LGD6, 93%)

Ratings under review that are expected to be upgraded upon
completion of acquisition:

Ashland Inc.

   -- 9.125% Sr Unsec Notes due 2017 -- Ba1 (LGD4, 55%) to Baa3
(LGD3, 36%) ***

Ratings under review that are expected to be downgraded upon
completion of acquisition:

Ashland Inc.

   -- Sr Unsec Medium-Term Note Program --Ba1(LGD4, 55%) to Ba2
(LGD5, 82%)

   -- 7.72% Sr Unsec Medium Term Notes due 2013 -- Ba1 (LGD4, 55%)
to Ba2 (LGD5, 82%)

   -- 8.38% Sr Unsec Medium Term Notes due 2015 - Ba1 (LGD4, 55%)
to Ba2 (LGD5, 82%)

   -- 8.8% Sr Unsec Debentures due 2012 -- Ba1 (LGD4, 55%) to Ba2
(LGD5, 82%)

Hercules Incorporated

   -- 6.60% Notes due 2027 -- Baa2 (LGD2, 12%) to Baa3 (LGD3, 30%)

Ratings under review that are expected to be withdrawn upon
completion of acquisition:

Ashland Inc.

   -- $550mm Sr. Sec. Revolving Credit Facility due 2014 -- Baa2
(LGD2, 12%)

ISP Chemco LLC

   -- Corporate Family Rating -- Ba3

   -- Probability of Default Rating -- Ba3

   -- Guaranteed Senior Secured Term Loan due 2014 -- Ba3
(LGD3 - 40%)

The LGD assessments above have been updated to reflect the capital
structure after the sale of the distribution business.

RATINGS RATIONALE

The expected affirmation of Ashland's Ba1 CFR upon completion of
the announced ISP acquisition and proposed financings reflects
Ashland's current low leverage for its rating category (net debt
before considering Moody's standard analytical adjustments of
negative $222 million as of March 31, 2011), partial financing of
the acquisition with $520 million of cash and Moody's expectations
that Ashland will reduce its leverage (4.4x as of March 31, 2011
pro forma for the acquisition) to a level commensurate with its
Ba1 CFR within the next 18-24 months. Moody's also notes that the
ISP purchase price (8.9x ISP's trailing twelve months EBITDA
before considering synergies) is reasonable and Ashland was
successful in integrating the 2008 Hercules Incorporated
acquisition, while realizing more synergies than originally
targeted. Moody's views the acquisition of ISP as a positive step
in Ashland's strategy to transform the company into a higher
margin specialty chemicals company. ISP will provide Ashland with
increased exposure to faster growing markets such as personal care
and pharmaceuticals, a more diverse revenue stream and a steadier
earnings profile.

Ashland's Ba1 CFR is supported by a diversified portfolio of
chemical businesses that has become more specialty in nature with
the acquisition of International Specialty Products. It's large
and diverse revenue base in the US and internationally, meaningful
market shares in certain businesses (e.g. Water Technologies,
Functional Ingredients), and operational and geographic diversity
also support the rating. The company has stated it would like to
continue to focus on achieving an investment grade rating and
Moody's expects it will apply free cash flow towards debt
reduction and limit the size of acquisitions over the near-term in
order to reduce leverage to its stated 2.0x target (before Moody's
analytical adjustment which adds approximately $1.5 billion to
debt).

The principal methodology used in rating Ashland was the Global
Chemical Industry Methodology, published December 2009.

ISP Chemco LLC., headquartered in Wayne, New Jersey, is a leading
multinational manufacturer and supplier of chemicals for a wide
variety of personal care, pharmaceutical, food, beverage, plastics
and other applications that enhance product performance. The
company produces more than five hundred specialty chemicals which
are marketed and sold to over six thousand customers in more than
ninety countries worldwide. It is part of a group of companies
that are privately held and beneficially owned by the Heyman
family. (ISP Chemco LLC is a wholly owned subsidiary of
International Specialty Products Holdings LLC, which is a wholly
owned subsidiary of International Specialty Products Inc.) As part
of the acquisition, Ashland is purchasing all of International
Specialty Products, Inc's operations, with the exception of the
Linden facility and the Wayne campus. ISP had revenues for the
twelve months ending April 4, 2011, of approximately $1.6 billion.

Ashland, headquartered in Covington, Kentucky, is a manufacturer
of specialty chemicals (with a focus on performance materials and
water technologies), a distributor of chemicals and plastics, and,
through its Valvoline brand, a marketer of premium-branded
automotive and commercial lubricants. Ashland had revenue of $6
billion for the twelve months ended March 31, 2011, excluding
revenue from the recently divested distribution business.


ASNACO LLC: Judge Dismisses Chapter 11 Case
-------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge Jerry
A. Funk dismissed Asnaco LLC's bankruptcy case after mortgage
holder Branch Banking and Trust Co. accused the debtor of making a
bad-faith bankruptcy filing because it knew that the company had
no realistic possibility of an effective reorganization.

                         About Asnaco LLC

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

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


AURA SYSTEMS: CEO Melvin Gagerman Files SEC Form 5
--------------------------------------------------
Melvin Gagerman, chief executive officer of Aura Systems, Inc.,
and a member of the Company's Board of Directors filed with the
U.S. Securities and Exchange Commission on June 13, 2011, a Form 5
to report the acquisition at various times and prices an aggregate
of 397,542 shares of the Company's common stock, and the
acquisition of 97,514 shares of common stock of the Company at
$0.55 on Jan. 31, 2011.  The securities are held by the Melvin and
Normie Gagerman Trust.

Mr. Gagerman also reported the acquisition of various derivative
securities, including warrants, options and convertible notes.

A copy of the Form 5 is available at http://is.gd/GddIxN

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine ("AF") known as the AuraGen(R) for industrial and
commercial applications and VIPER for military applications.

The Company's balance sheet at Feb. 28, 2011, showed $4.5 million
in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $11.4 million.

                          *     *     *

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Feb. 28, 2011.  The independent auditors noted that the
Company has historically incurred substantial losses from
operations and may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next twelve months.


AURA SYSTEMS: Kabani & Company Raises Going Concern Doubt
---------------------------------------------------------
Aura Systems, Inc., filed on June 14, 2011, its annual report on
Form 10-K for the fiscal year ended Feb. 28, 2011.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern.  The independent auditors noted that the Company
has historically incurred substantial losses from operations and
may not have sufficient working capital or outside financing
available to meet its planned operating activities over the next
twelve months.

The Company reported a net loss of $11.2 million on $3.4 million
of revenues for the fiscal year ended Feb. 28, 2011, compared with
a net loss of $16.1 million on $3.2 million of revenues for the
fiscal year ended Feb. 28, 2010.

The Company's balance sheet at Feb. 28, 2011, showed $4.5 million
in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $11.4 million.

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

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine ("AF") known as the AuraGen(R) for industrial and
commercial applications and VIPER (the military version of the
AuraGen(R) system) for military applications.


AVASTRA SLEEP: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Debtor: Avastra Sleep Centres Limited (in Liquidation)
                   fka Avastra Ltd.
                   fka Astravia Ltd.
                   Level 8, 26 Flinders Street
                   Adelaide SA 5000 Australia

Chapter 15 Case No.: 11-18194

Chapter 15 Petition Date: June 9, 2011

Court: Central District Of California (Santa Ana)

Joint Administrators: Ian Lock and John Sheahan

Chapter 15 Debtor's Counsel: James S Monroe, Esq.
                             MONROE LAW GROUP
                             101 California St Ste 2450
                             San Francisco, CA 94111
                             Tel: (415) 869-1575
                             Fax: (415) 723-7423
                             E-mail: jim@monroe-law.com

Estimated Assets: Not Indicated

Estimated Debts: Not Indicated


AVIS BUDGET CAR: Moody's Affirms CFR at 'B1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
and Probability of Default Rating of Avis Budget Group, Inc.
following the company's announcement that it has reached an
agreement to acquire Avis Europe plc for $1.0 billion. Also
affirmed were Avis Budget Car Rental LLC's Ba1 secured and B2
senior unsecured ratings. The company's Speculative Grade
Liquidity rating remains SGL-3 and the rating outlook is stable.

The affirmation reflects the highly complementary strategic fit
between the North American car rental operations of Avis and the
European operations of Avis Europe. The combination will provide
Avis with a greatly-enhanced global presence, and should
strengthen its growth opportunities with multi-national corporate
clients and in emerging markets. Moody's expects that the proposed
financing structure of the transaction, combined with $30 million
in cost savings and Avis Europe's current run rate of $536 million
in gross EBITDA, to result in pro forma consolidated credit
metrics that are similar to Avis' current stand alone metrics. For
the LTM through March 2011, Avis' metrics (reflecting Moody's
standard adjustments) were EBIT/interest of 1.2x, EBITDA/interest
of 3.8x and debt/EBITDA of 4.1x. The proposed financing for the
$1.0 billion acquisition consists of $400 million from cash on
hand, a $250 million equity issuance, and $380 million in
incremental debt. Moody's expects that the credit metrics of the
combined entity will continue to strengthen as a result of the
ongoing cost reduction initiatives of Avis and Avis Europe and the
revenue and cost synergies that the transaction should yield.

A critical assumption underlying the affirmation is that Avis will
be less likely to consummate its proposed $1.8 billion acquisition
of Dollar Thrifty Group, Inc. which is currently undergoing FTC
review. Avis has stated that its focus is squarely on completing
and integrating the acquisition of Avis Europe. While the
acquisition of either Dollar Thrifty or Avis Europe alone would
not likely increase credit risk to levels that would warrant a
rating change, the simultaneous pursuit of both acquisitions would
involve greater levels of indebtedness and integration risks which
could stretch management resources. Consequently, should the
company's focus shift in any way toward also pursuing or
completing the acquisition of Dollar Thrifty, the company's rating
would be subject to review for possible downgrade.

Avis' Speculative Grade Liquidity rating of SGL-3 indicates
adequate liquidity over the coming twelve months notwithstanding
the proposed acquisition. The key liquidity sources taken into
consideration include: Avis' $1 billion in cash on hand; Avis
Europe's approximately $300 million in cash; a $1.2 billion
revolving credit facility maturing in 2016; a $1 billion ABS
conduit maturing in 2013; and a $1 billion committed bridge
facility to support the funding of the Avis Europe acquisition.
These liquidity sources provide adequate coverage for the
potential liquidity requirements that might arise, which include:
the seasonal build up in Avis' North American vehicle fleet; the
$1 billion needed to fund the Avis Europe acquisition; and the
potential need to refund approximately $1 billion in Avis Europe's
existing debt. Moody's notes that Avis' plan is to fund a portion
of the Avis Europe acquisition with a $250 million equity issuance
and a $380 debt placement. In addition, it is likely that the
company will be successful in refunding much of the existing debt
of Avis Europe. Nevertheless, Moody's SGL liquidity stress
analysis looks for a company to be able to fund all future cash
requirements from internal or committed sources of liquidity. The
SGL-3 indicates Moody's view that Avis' current liquidity sources
can adequately cover all such requirements if necessary.

Moody's notes that under its Loss Given Default methodology the
ultimate resolution of Avis' funding of the Avis Europe
acquisition and the refunding of Avis Europe's existing debt could
have an impact on Avis' Ba1 secured rating and its B2 unsecured
rating. The instrument ratings or their LGD point assessments
could be impacted by factors such as: the granting of security,
cross guarantees, and relative priority of claim of any new
financing.

To the extent that Avis completes its purchase of Avis Europe,
upward movement in the rating would require evidence that the
acquisition was being successfully integrated and that the company
will be able to capitalize on the cost and revenue enhancement
opportunities. Credit metrics which might support upward rating
movement include: EBIT/interest that can be sustained in the area
of 2x and debt /EBITDA below 3.5x. An additional critical
consideration in any upward movement in Avis' rating will be the
company's ability to maintain adequate liquidity given the ongoing
need to access debt capital in order to fund its fleet purchases.
This need will likely increase with the acquisition of Avis
Europe.

The rating could come under pressure if Avis were to actively
pursue the Dollar acquisition or if it were to encounter liquidity
or operating stress associated with the acquisition or integration
of Avis Europe. Metrics that might signal rating pressure include
EBIT/interest remaining near 1x or debt/EBITDA exceeding 4.5x.

The principal methodologies used in this rating were Global
Equipment and Automobile Rental Industry published in December
2010, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


AVIS BUDGET: Fitch Says Ratings Unaffected by Unit's Acquisition
----------------------------------------------------------------
The credit ratings of Avis Budget Group, Inc. (ABG) and Avis
Budget Car, Rental, LLC (ABC) are not affected by the proposed
acquisition of Avis Europe, according to Fitch Ratings. Fitch
currently rates ABG and ABC's long-term Issuer Default Ratings
'B+' with a Stable Rating Outlook.

Given the shared heritage, branding and infrastructure, Fitch
believes the acquisition is a good and complementary strategic
fit, strengthens the company's competitive position within the
sector and adds diversity to the revenue stream. Also, Fitch
thinks integration risks do not represent a material concern and
views ABG's $30 million in estimated cost synergies as reasonable
and achievable.

Fitch believes the cost to acquire Avis Europe is relatively high,
however, proposed funding of the acquisition is not expected to
constrain ABG's existing liquidity position or overall financial
flexibility. ABG plans to fund the acquisition via $400 million of
available cash balances, issuance of up to $250 million of common
stock and the incurrence of $380 million of incremental debt from
either committed existing facilities or new offerings.

Given the company's plan to fund the transaction, Fitch does not
expect a substantial increase in overall leverage. Assuming Avis
Europe's existing debt is refinanced, Fitch estimates, post-
acquisition, pro forma corporate debt to corporate EBITDA will
increase slightly to 6.0 times (x) from 5.8x, based on trailing 12
month EBITDA. However, Fitch believes leverage could decline over
time with a continuation of stronger core operating performance
and should acquisition synergies be achieved.

Fitch believes Avis Europe's approval of the transaction is highly
likely as its majority shareholder and board of directors both
have irrevocably consented to the proposed acquisition. Given the
acquisition of Avis Europe, Fitch does not think that the
acquisition of Dollar Thrifty is a priority for ABG. However, in
the event ABG elects to pursue an acquisition of Dollar Thrifty,
Fitch believes the cost to acquire Dollar Thrifty in addition to
the added integration risks, would likely weaken ABG's overall
financial profile and would likely result in a negative rating
action or downgrade.

In addition, ratings could be pressured in the future by
unanticipated declines in passenger travel and rental car demands,
both domestically as well as now in Europe, which could
significantly pressure corporate EBIDTA. Alternatively, sustained
robust business demand that leads to further enhancements to
operating margins, and subsequently reduced leveraged, could help
bolster the firm's existing credit rating.

Based in Parsippany, NJ, Avis Budget Car Rental, LLC (ABC) is the
debt-issuing subsidiary of Avis Budget Group, Inc. (ABG), and is
one of the largest general use rental car companies in the world.
ABC consists of two of the most recognized brands in the rental
car industry; Avis and Budget. Avis is a leading supplier to the
premium travel segment and Budget is considered a top brand in the
value segment. ABG trades on the NYSE under the symbol CAR.


BAKERS FOOTWEAR: Incurs $2.51 Million Net Loss in April 30 Qtr.
---------------------------------------------------------------
Bakers Footwear Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3.45 million on $43.52 million of net sales for the
13 weeks ended May 1, 2010, compared with a net loss of
$2.51 million on $47.01 million of net sales for the 13 weeks
ended April 30, 2011.

The Company's balance sheet at April 30, 2011, showed
$48.51 million in total assets, $56.92 million in total
liabilities and a $8.41 million total shareholders' deficit.

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

                        http://is.gd/uQdOEO

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $9.29 million on $185.62
million of net sales for the year ended Jan. 29, 2011, compared
with a net loss of $9.08 million on $185.36 million of net sales
for the year ended Jan. 30, 2010.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                         Bankruptcy Warning

The Company noted in the Form 10-K that its ability to maintain
and ultimately improve its liquidity position is highly dependent
on sustaining the positive sales trends that began in June 2008
and have continued through April 2011.  Comparable store sales for
the last three quarters of fiscal year 2008 increased 4.7% and its
comparable store sales for fiscal years 2009 and 2010 increased
1.3% and 1.7%, respectively.  Through the first 12 weeks of fiscal
year 2011 comparable stores sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BCBG MAX: S&P Rates $230-Mil. Senior Secured Term Loan at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating, with a
recovery rating of '3', to BCBG Max Azria Group Inc.'s $230
million senior secured term loan due 2015. "Our '3' recovery
rating indicates our expectation of meaningful (50%-70%) recovery
in the event of a payment default. The rating action follows the
company's completion of its proposed refinancing of its first- and
second-lien debt and our receipt of final documents," S&P said.

The 'B-' corporate credit rating on the company remains unchanged.

Ratings List

BCBG Max Azria Group Inc.
Corporate Credit Rating           B-/Stable/--

New Rating

BCBG Max Azria Group Inc.
Senior Secured
  $230 mil term loan due 2015      B-
   Recovery Rating                 3


BEAZER HOMES: Names Allan Merrill President and CEO
---------------------------------------------------
Beazer Homes USA, Inc., announced that Allan Merrill has been
appointed President and CEO and has been elected to the board of
directors.  In addition, Robert (Bob) Salomon has been appointed
Executive Vice President and CFO.  Mr. Merrill succeeds Ian J.
McCarthy who is leaving the Company and has resigned from the
board of directors.

Mr. Merrill has been the Company's Chief Financial Officer for the
past four years.  Mr. Merrill led the efforts to successfully
recapitalize the Company's balance sheet which increased equity,
reduced debt and eliminated material debt maturities prior to
2015.  Including his time as the Company's CFO, Mr. Merrill has
more than twenty years of experience in executive positions
directly related to the homebuilding and residential real estate
industries, including positions in investment banking and Internet
real estate marketing.  Prior to joining the Company, Mr. Merrill
held both strategic and operational leadership roles with Move,
Inc.  Before that, Mr. Merrill worked for approximately 13 years
for Dillon Read & Co. Inc., and its successors, including UBS,
where he managed the firm's Housing, Construction and Building
Materials group.  In that capacity, Mr. Merrill served as lead
adviser to the Company on its IPO in 1994 and on several major
acquisitions.

Mr. Salomon joined Beazer Homes in 2008 as the Company's Chief
Accounting Officer, responsible for the Company's internal and
external financial reporting.  Mr. Salomon, a Certified Public
Accountant, has more than 25 years of financial management
experience, including over 19 years in the homebuilding industry.
Prior to joining the Company, Mr. Salomon served as Chief
Financial Officer and Treasurer of Ashton Woods Homes for almost
10 years and served with MDC Holdings, Inc, also a residential
homebuilder, in various accounting and finance roles over a 6 year
period.

Brian Beazer, the Company's Chairman, said, "Over many years Ian
McCarthy has ably guided the Company to its current position as
one of the ten largest homebuilders in the United States.  During
this time, the homebuilding industry and the Company have
experienced many complex issues which Ian has dealt with to the
benefit of the Company.  The Board appreciates his leadership and
many contributions to the Company.  For these efforts we would
like to thank him and wish him all success in the future."

Brian Beazer continued, "We are pleased that Allan and Bob have
accepted these appointments.  Both possess many years of industry
experience and have demonstrated a commitment to the success of
our stakeholders.  The Board has asked Mr. Merrill and his team to
conduct a thorough review of the Company's operations and
potential growth opportunities to identify and implement
strategies that will create value for shareholders."

Mr. Merrill said, "I am honored to accept this important role and
feel privileged to have the opportunity to lead our strong and
resilient operational and corporate team.  While selling
conditions in the new home market are still challenging, our
fiscal 2011 expectations remain unchanged.  We continue to be
committed to delivering a compelling value proposition for our
home buyers and improved profitability and value for our
shareholders."

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at March 31, 2011, showed
$1.85 billion in total assets, $1.55 billion in total liabilities,
and $295.89 million in total stockholders' equity.

                          *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) 'Caa1' probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said that although Beazer's business and liquidity profiles
have improved, S&P doesn't anticipate raising its ratings on the
company over the next 12 months because S&P expects costs
associated with the company's heavy debt load will weigh on
profitability.

The 'Caa1' corporate family rating, Moody's said in November 2010,
reflects its expectation that Beazer has reduced costs
sufficiently that it will continue to reduce losses in fiscal
2011.  The impairments and other charges are likely to be less
material going forward, given the company's improving gross margin
performance, stabilizing pricing environment, and increasing
absorptions.  However, Moody's expectation is that Beazer's cash
flow performance will weaken in 2011, as the benefits of inventory
liquidation have largely played out.  The ratings also reflect the
company's extended debt maturity profile, improved Moody's-
adjusted debt leverage, and increased net worth position.


BEEBE MEDICAL: S&P Raises Rating on $42.4MM Revenue Bonds to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services has raised its rating on
Delaware Health Facilities Authority's $42.4 million hospital
revenue bonds series 2004 and 2005A, issued for Beebe Medical
Center, to 'B-' from 'CCC' due to progress in resolving major
litigation against the hospital.

"We believe the risk of a bankruptcy filing has diminished as has
the risk related to the size of Beebe's monetary exposure and
potential future lawsuits," said Standard & Poor's credit analyst
Liz Sweeney. "However, there is still significant uncertainty
regarding the outcome of the settlement negotiations, the size of
damages, insurance coverage, and whether Beebe can maintain
adequate financial metrics," said Ms. Sweeney.

The certification of the lawsuit as a class action and the current
negotiation process somewhat reduces uncertainty regarding the
number of plaintiffs and timing of potential lawsuits, which
Standard & Poor's believes will allow for a more orderly
resolution of the bulk of the claims. Standard & Poor's
understands that there also appears to have been little ancillary
impact on Beebe's business from the lawsuits.

The developing outlook reflects the possibility that Standard &
Poor's could raise the rating if there are further positive
developments such as a favorable resolution with insurers about
coverage issues and manageable claims in excess of coverage, or an
affordable settlement. Alternatively, Standard & Poor's could
consider a lower rating if Beebe files for bankruptcy or
experiences financial decline to the extent that it jeopardizes
debt service payments .

Currently Beebe faces numerous lawsuits filed against the medical
center that have grown out of the December 2009 arrest of a former
member of Beebe's medical staff for alleged sexual abuse of more
than 100 patients in his private pediatric practice in Lewes, Del.
The lawsuits allege Beebe admitted an incompetent physician to the
staff and failed to conduct competent oversight of Dr. Bradley,
and numerous other related complaints.


BERNARD L MADOFF: Feeder Fund Investors Challenge Trustee Deal
--------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that investors in two
bankrupt Fairfield Greenwich Group funds objected to a settlement
between the funds and the trustee overseeing the liquidation of
Bernard L. Madoff's investment firm Tuesday in New York, saying
the agreement unfairly bars their claims in a securities fraud
suit.

A number of the investors objecting to the settlement, including
Peter A. Carfegna Charitable Remainder Trust, Hedge Strategy Fund
LLC, Pasha S. Anwar and Julia Anwar, are named plaintiffs in Anwar
v. Fairfield Greenwich Ltd. et al, according to Law360.

Meanwhile, Bankruptcy Law360 reports that Fairfield Sentry Ltd. -
once Bernard L. Madoff's largest feeder fund - filed suit Tuesday
in New York against Royal Bank of Canada in an effort to recover
roughly $11 million in distributions related to the massive Ponzi
scheme.

Under the gun to return $3 billion to Madoff's victims, Fairfield
launched the adversary proceeding against RBC to obtain the
millions of dollars the bank received when it redeemed shares in
the fund, according to Law360.

                        About Bernard L. Madoff

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

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

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

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

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

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


BERNARD L MADOFF: Court OKs Sale of Madoff Brother's Aston Martin
-----------------------------------------------------------------
Christie Smythe at Bankruptcy Law360 reports that a bankruptcy
judge in New York on Wednesday allowed a trustee overseeing
recovery for Bernard L. Madoff victims to auction off a vintage
James Bond-style Aston Martin car previously owned by the Ponzi
schemer's brother.

Under the order, the vehicle will be handed over to RM Auctions
Inc., which will sell the car at an auction scheduled for Aug. 18
through 20 in Monterey, Calif., an annual event that draws
thousands of vintage sports car fans, Law360 says.

                     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.


BIOJECT MEDICAL: Two Directors Elected at Annual Meeting
--------------------------------------------------------
Bioject Medical Technologies Inc. held its Annual Meeting of
Shareholders on June 9, 2011.  The shareholders elected  Al Hansen
and Mark Logomasini as directors for one-year terms.  The
shareholders also approved the ratification of Moss Adams LLP as
the Company's Independent Registered Public Accountant for the
year ending Dec. 31, 2011.

                       About Bioject Medical

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

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

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

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


BIOLASE TECHNOLOGY: Set to Join Russell 2000 Index
--------------------------------------------------
BIOLASE Technology, Inc., has qualified for and been selected to
join the Russell 2000 Index when Russell Investments reconstitutes
its comprehensive set of U.S. and global equity indexes on
June 24, 2011, according to a preliminary list of additions posted
June 10, 2011, available at www.russell.com/indexes.

Annual reconstitution of Russell's U.S. indexes captures and ranks
the 4,000 largest U.S. publicly-traded stocks as of the end of
May by total market capitalization.  Membership in the U.S. broad
market Russell 3000(R), which remains in place for one year, means
automatic inclusion in either the Russell 1000O Index or the
Russell 2000 Index, as well as the appropriate growth and value
style indexes.  Russell determines membership for its equity
indexes primarily by objective, market-capitalization rankings and
style attributes.

Federico Pignatelli, Chairman and CEO, said, "There is no index
family in the world that rivals the size, credibility and buying
power of the Russell group.  Inclusion in its indexes, which are
the benchmark for nearly $4 trillion in investment dollars, will
not only likely broaden our shareholder base and market exposure,
but we believe it will drive demand for our stock, as index buyers
rebalance their portfolios in the weeks ahead.  We are thrilled to
be included in this year's Russell 2000, and look forward to
continued participation in that and other equity indexes as we
move forward."

Russell indexes are widely used by investment managers and
institutional investors for index funds and as benchmarks for both
passive and active investment strategies.  An industry-leading
$3.9 trillion in institutional assets currently are benchmarked to
them.  These investment tools originated from Russell's multi-
manager investment business in the early 1980s when the company
saw the need for a more objective, market-driven set of benchmarks
in order to evaluate outside investment managers.

More information about Russell Indexes, including total returns,
is available at http://www.russell.com/Indexes/data/default.asp.

                           About Russell

Russell Investments provides strategic advice, world-class
implementation, state-of-the-art performance benchmarks and a
range of institutional-quality investment products.  Russell has
about $161 billion in assets under management as of March 31,
2011, and serves individual, institutional and advisor clients in
more than 35 countries.  Founded in 1936, Russell is a subsidiary
of The Northwestern Mutual Life Insurance Company.

                     About BIOLASE Technology

Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI)
-- http://www.biolase.com/-- is a dental laser company.  The
Company develops, manufactures and markets Waterlase technology
and lasers and related products that advance the practice of
dentistry and medicine.

The Company reported a net loss of $12.02 million on
$24.58 million of products and services revenues for the year
ended Dec. 31, 2010, compared with a net loss of $2.95 million on
$42.14 million of products and services revenues during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$20.30 million in total assets, $15.97 million in total
liabilities, and $4.33 million in total stockholders' equity.

BDO USA, LLP, raised substantial doubt about the Company's ability
to continue as a going concern, following the 2010 financial
results.  The accounting firm noted that the Company has suffered
recurring losses from operations, has had declining revenues and
has a working capital deficit at Dec. 31, 2010.


BIONEUTRAL GROUP: Posts $1 Million Net Loss in Q2 Ended April 30
----------------------------------------------------------------
BioNeutral Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.00 million on $16,612 of revenues for
the three months ended April 30, 2011, compared with a net loss of
$1.14 million on $0 revenues for the three months ended April 30,
2010.

The Company reported a net loss of $1.55 million on $17,926 of
revenues for the six months ended April 30, 2011, compared with a
net loss of $2.63 million on $0 revenues for the six months ended
April 30, 2010.

The Company's balance sheet at April 30, 2011, showed
$11.17 million in total assets, $4.10 million in total
liabilities, and stockholders' equity of $7.07 million.

Marcum, LLP, in New York City, expressed substantial doubt about
BioNeutral Group's ability to continue as a going concern,
following the Company's results for the fiscal year ended Oct. 31,
2010.  The independent auditors noted that the Company had a
working capital deficiency of approximately $1.80 million for the
year ended Oct. 31, 2010, and accumulated deficit of approximately
$49.76 million as of Oct. 31, 2010.

A copy of the Form 10-Q is available at http://is.gd/8OvELm

Newark, N.J.-based BioNeutral Group, Inc. (OTC BB: BONU)
-- http://www.bioneutralgroup.com/-- is a specialty technology-
based life science company which has developed a technology
platform that neutralizes harmful environmental contaminants,
toxins and dangerous micro-organisms including bacteria, viruses,
mold, fungi and spores.


BOWE BELL: Court OKs Sale of All Assets to Colorado BBH
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
June 2, 2011, the sale of substantially all of the assets of Bowe
Systec, Inc., et al., to Colorado BBH Funding, LLC.  Upon the
closing of the Sale, the Debtors are authorized and directed to
assume and assign each of the Acquired Contracts free and clear of
all liens, claims and interests.  The payment of the applicable
Cure Amounts (if any) by the Debtors or the Highest and Best
Bidder, as applicable, will (a) effect a cure of all defaults
existing thereunder as of the Closing Date and (b) compensate for
any actual pecuniary loss to such Contract Counterparty resulting
from such default.

As reported in the TCR on June 3, 2011, Bowe Bell + Howell on
June 2, 2011, disclosed that it has received court approval for
the sale of the business to the private equity funds of Versa
Capital Management, Inc., through an asset transaction.  With a
closing of the transaction expected in approximately 14 days, this
will successfully conclude the involvement of BBH's businesses in
the chapter 11 process.

Versa, having purchased the $121 million secured term loan and
revolving credit, signed a contract to buy the business in
exchange for secured debt, the loan financing the Chapter 11 case,
the cost of curing contract defaults, and $315,000 for the
Canadian assets.  Versa is buying the business along with Access
Value Investors Inc., according to a company statement.

A copy of the Sale Order is available at:

        http://bankrupt.com/misc/bowesystec.saleorder.pdf

                         About Bowe Bell

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

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

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

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

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


BOWE BELL: Settlement on Sale Process and Financing Approved
------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware has approved the settlement agreement between Bowe
Systec, Inc., et al.; the Official Committee of Unsecured
Creditors; the prepetition secured parties; Contrado BBH Funding,
LLC, as purchaser of the Debtors' assets; and Versa Capital
Management, Inc.

Judge Walsh disregarded the objection of the U.S. Trustee to the
settlement agreement.  The U.S. Trustee objected to the settlement
as it seeks to release claims of non-parties to the Settlement
Stipulation, including claims that could be asserted by creditors
and other parties-in-interest against the purchaser of the
Debtors' assets, Contrado BBH Funding, LLC, which is also the DIP
lender, and its parent, Versa Capital Management, Inc., which
purchased the Debtors' pre-petition secured debt shortly before
the bankruptcy filing.

The salient terms of the Stipulation are:

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

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

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

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

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

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

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

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

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

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

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

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

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

The Creditors Committee is represented by:

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

                        About Bowe Bell

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

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

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

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

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


CARTER'S GROVE: Claims to be Paid on Effective Date or Over Time
----------------------------------------------------------------
Carter's Grove, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California on June 14, 2011, a disclosure
statement in support of its Chapter 11 Plan of Reorganization.

The Plan provides that all Allowed Claims will be paid in full
(unless otherwise agreed to by the Creditor), either on the
Effective Date or over time with interest.  The Minor Trust, the
sole member of the Debtor, will retain its Interests in the
Debtor.

Except to the extent that the holder of an Allowed Unsecured
Claim under Class 6 accepts, or has accepted, less favorable
treatment, each holder of an Allowed Unsecured Claim will receive
quarterly Cash payments over one (1) year plus simple interest at
the Federal Judgment Rate per annum.  Class 6 Claims total
$62,000.

The Plan divides the Claims of Creditors into six (6) Classes.
There is one (1) Class of Interests.  Class 2 (Secured Claim of
CWF), Class 3 (Secured Claim of AVN), Class 4 (Secured Claim
of Sotheby's), and Class 5 (Other Secured Claims) are impaired
under the Plan and are entitled to vote thereon.  Class 1 (Other
Priority Claims), Class 6 (Unsecured Claims), and Class 7
(Interests) are unimpaired under the Plan and are not entitled to
vote.  Accordingly, the Debtor is soliciting acceptances only from
the members of Class 2, Class 3, Class 4, and Class 5.

Except as otherwise provided in the Plan or the Confirmation
Order, all Cash necessary for the Reorganized Debtor to make
payments pursuant to the Plan will be obtained from Mr. Halsey M.
Minor's infusion of the Effective Date Cash Contribution and
subsequent Post-Emergence Cash Contributions, Available Cash (if
any), any proceeds from the sale or other disposition of assets of
the Reorganized Debtor, as deemed necessary and appropriate by the
Reorganized Debtor, and from any other lawful source.

A copy of the Disclosure Statement is available at:

          http://bankrupt.com/misc/carter'sgrove.DS.pdf

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia -area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John Williams Lucas, Esq., at Pachulski,
Stang, Ziehl, and Jones LLP, in San Francisco, Calif., serve as
the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $21,156,417 in assets and $12,490,476 in
liabilities as of the Petition Date.


CARTER'S GROVE: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Carter's Grove, 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              $15,800,000
B. Personal Property             $156,417
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $12,422,064
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                  $61,920
                                -----------            -----------
      TOTAL                     $15,956,417            $12,483,984

                       About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia -area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, And Jones LLP,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $21,156,417 in assets and $12,490,476 in
liabilities.


CC MEDIA: Closes $750 Million Priority Guarantee Notes Offering
---------------------------------------------------------------
Clear Channel Communications, Inc., announced the closing of its
previously announced offering of $750 million aggregate principal
amount of its 9.0% Priority Guarantee Notes due 2021.  The Notes
were issued at a price of 93.845% of their principal amount plus
accrued interest from Feb. 23, 2011.  The Notes have identical
terms to, and are treated as a single class with, the $1.0 billion
in aggregate principal amount of 9.0% Priority Guarantee Notes due
2021 issued on Feb. 23, 2011.

Of the proceeds from the issuance of the Notes, CCU intends to use
(i) $203.8 million to repay at maturity a portion of CCU's 5%
legacy notes which mature in March 2012 and (ii) the remaining
$500 million for general corporate purposes (to replenish cash on
hand that CCU previously used to pay legacy notes at maturity on
March 15, 2011, and May 15, 2011).

The $500 million of proceeds available for general corporate
purposes may be used to repay indebtedness, including repaying
indebtedness outstanding under CCU's revolving credit facilities
(without reducing or terminating the associated commitments).  In
addition, such proceeds may be used in connection with one or more
future transactions involving a permanent repayment of a portion
of CCU's senior secured credit facilities as part of CCU's long-
term efforts to optimize its capital structure.

CCU used cash on hand to pay fees and expenses in connection with
the offering.

The Notes and related guarantees were offered only to "qualified
institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act of
1933, as amended and to persons outside of the United States in
compliance with Regulation S under the Securities Act.  The
initial issuance and sale of the Notes and the related guarantees
was not registered under the Securities Act, or the securities
laws of any state or other jurisdiction, and may not be offered or
sold in the United States without registration or an applicable
exemption from the Securities Act and applicable state securities
or blue sky laws and foreign securities laws.

                 About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

The Company's balance sheet at March 31, 2011, showed $16.94
billion in total assets, $24.22 billion in total liabilities and a
$7.28 billion total shareholders' deficit.

                          *     *     *

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

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

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

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


CHATHAM MILLS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Chatham Mills Development Corp.
        480 Hillsborough St.
        Pittsboro, NC 27312

Bankruptcy Case No.: 11-80929

Chapter 11 Petition Date: June 9, 2011

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: William L. Stocks

Debtor's Counsel: Richard M. Hutson, II, Esq.
                  HUTSON LAW OFFICE, P.A.
                  302 East Pettigrew St., Suite B-260
                  P.O. Drawer 2252-A
                  Durham, NC 27702
                  Tel: (919) 683-1561
                  E-mail: wade@hhplaw.com

Scheduled Assets: $6,116,150

Scheduled Debts: $5,682,651

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncmb11-80929.pdf

The petition was signed by Clyde Tommy Roberts, vice president.


COMARCO INC: Posts $1.26-Mil. Net Loss in First Quarter
-------------------------------------------------------
Comarco, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.26 million on $2.95 million of revenue for the
three months ended April 30, 2011, compared with a net loss of
$734,000 on $7.51 million of revenue for the same period ended
April 30, 2010.

The Company's balance sheet at April 30, 2011, showed
$8.99 million in total assets, $6.37 million in total liabilities,
all current, and stockholders' equity of $2.63 million.

As reported in the TCR on May 3, 2011, BDO USA, LLP, in Costa
Mesa, California, expressed substantial doubt about Comarco's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Jan. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has had declining working capital and uncertainties
surrounding the Company's ability to borrow under its credit
facility.

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

Lake Forest, Calif.-based Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- through its wholly owned subsidiary
Comarco Wireless Technologies, Inc., is a developer and designer
of mobile power products.  These standalone mobile power adapters
are used to simultaneously power and charge notebook computers,
mobile phones, BlackBerry(R) smartphones, iPods(R), and many other
portable, rechargeable consumer electronic devices.


COMMPARTNERS LLC: Supreme Ruling Favors Local Exchange Carriers
---------------------------------------------------------------
Will Astor at Rochester Business Journal reports that, ruling in a
case that could broadly affect the telecommunications industry,
the Supreme Court declared this week that telephone companies must
give competitive local exchange carriers access to their networks
at discounted rates.

According to the report, Talk America Inc., a Michigan-based CLEC
Paetec acquired last year as part of its acquisition of Cavalier
Telephone Corp., sued AT&T Inc. subsidiary Michigan Bell Telephone
Co. after Michigan Bell raised rates on CLECS seeking access to
its network.

The Supreme Court ruling in Talk America's favor comes 14 months
after Paetec lost a bid to collect access fees from a competitor
in an unrelated separate federal case centering on voice over
Internet protocol transmissions.

The report says the Supreme Court already had agreed to hear a
final appeal when Paetec took possession of Cavalier in December
of last year, Paetec spokesman Christopher Muller said.

In the earlier case, Paetec sued Las Vegas-based CLEC CommPartners
LLC in 2008 to collect $159,000 in access fees. Contending t the
1996 Act's access fee rules did not apply to voice over Internet
protocol calls, CommPartners had refused to pay.

Paetec dropped plans to appeal the decision after CommPartners
filed a Chapter 11 bankruptcy last year, Muller said. The
bankruptcy is ongoing.  Paetec expects an FCC ruling on VOIP
access fees before the end of this year.  Paetec believes the
FCC decision will accomplish the result it wanted to see from the
lawsuit, Muller said, to allow it to charge fees to other carriers
routing Internet calls through its network.

                   About CommPartners Holding

Las Vegas-based, CommPartners Holding Co. provides voice over
Internet protocol services, and other services, to businesses.

CommPartners Holding Co. together with its affiliates --
CommPartners Carrier Services Corp., CommPartners Network Services
LLC and CommPartners LLC -- filed for bankruptcy under Chapter 11
in the U.S. Bankruptcy Court in Nevada to block AT&T from shutting
off services for its network.

The Company said it has $8.5 million in assets and $6.3 million in
debts as of April 30, 2010.

Commpartners, LLC, filed its Chapter 11 petition (Bankr. D. Nev.
Case No. 10-20933) on June 13, 2010, estimating assets of up to
$50,000 and debts of up to $10,000,000.

Matthew C. Zirzow, Esq., at Gordon & Silver, Ltd., in Las Vegas,
serves as counsel to the Debtors.


COMMUNITY HEALTH: Moody's Confirms B1 CFR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service confirmed the existing ratings of
CHS/Community Health Services, Inc., including the B1 Corporate
Family and Probability of Default Ratings. The confirmation of the
ratings concludes the review for possible downgrade that was
initiated on December 10, 2010. The outlook for the ratings is
negative. Moody's affirmed the company's Speculative Grade
Liquidity Rating at SGL-1 reflecting Moody's expectation that the
company will continue to have very good liquidity.

   -- Senior secured revolving credit facility expiring 2013, to
Ba3 (LGD 3, 32%) from Ba3 (LGD 3, 33%)

   -- Senior secured term loans due 2014, to Ba3 (LGD 3, 32%) from
Ba3 (LGD 3, 33%)

   -- Senior secured term loan due 2017, to Ba3 (LGD 3, 32%) from
Ba3 (LGD 3, 33%)

   -- 8.875% senior notes due 2015, B3 (LGD 5, 85%) from B3
(LGD 5, 86%)

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

RATINGS RATIONALE

The conclusion of the review follows the termination of the
pursuit of the acquisition of Tenet Healthcare Corporation (Tenet)
that began with an unsolicited offer in December 2010, which
Moody's believes would have resulted in a considerable increase in
debt. "The negative rating outlook reflects Moody's concern around
potential adverse developments associated with the confluence of
issues that surfaced during the company's pursuit of Tenet," said
Dean Diaz, a Senior Credit Officer at Moody's. Moody's believes
that these issues, including a subpoena for documents from the
SEC, an ongoing investigation by the OIG and potential shareholder
litigation, increase the risk of an event that could lead to a
negative rating action. "Aside from the overhang of litigation and
ongoing investigations, we expect the company to continue to use
its strong liquidity position and stable cash flow to continue to
invest in its existing assets and pursue additional acquisition
opportunities," continued Diaz.

The B1 Corporate Family Rating reflects Moody's expectation that
leverage will remain high for the rating category and interest
expense coverage will continue to be modest. Furthermore, Moody's
anticipates that the opportunity to reduce leverage with free cash
flow generation will be constrained in the near term given the
company's guidance for higher capital spending related to
replacement hospitals and IT spending. Moody's also expects the
company to continue to actively pursue acquisitions. However,
supporting the rating is Moody's acknowledgement of Community
Health's scale and market strength, which have helped the company
weather the unfavorable trends in bad debt expense and weak
volumes that have been plaguing the industry as a whole, and the
reduction in leverage since the company's acquisition of Triad.
Moody's anticipates that the company will continue to see strong
margin performance and Community Health is expected to continue to
have very good liquidity.

The company's inability to continue to manage headwinds in the
industry and reach and maintain debt to EBITDA below 5.0 times
could result in a downgrade of the ratings. This could result from
declining adjusted admission trends and unfavorable reimbursement
or pricing trends impacting net revenue growth, greater than
expected increases in bad debt expense, or aggressive acquisition
activity. Additionally, a significant debt financed acquisition or
adverse developments related to ongoing investigations or
litigation could result in a downgrade of the ratings.

Given Moody's view of the increased risks facing the company, an
upgrade of the rating in the near term is not likely. However,
Moody's could upgrade the ratings if financial leverage is
materially reduced and cash flow coverage of debt metrics
improved. Specifically, if Community Health is able to generate
sustained adjusted free cash flow to debt of 5% and adjusted debt
to EBITDA below 4.0 times, Moody's could upgrade the ratings.
However, absent further clarity around the outcome of ongoing
litigation and investigations, Moody's would need to see
additional cushion in these metrics to absorb potential negative
developments.

The principal methodology used in rating CHS/Community Health
Services, Inc. was the Global For-Profit Hospital Industry
Methodology, published September 2008. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009.

Community Health, headquartered in Franklin, TN, is a leading
operator of general acute care hospitals in non-urban and mid-
sized markets throughout the US. Through its subsidiaries,
Community Health currently owns, leases or operates 133 hospitals
in 29 states. In addition, through its subsidiary, Quorum Health
Resources, LLC, Community Health provides management and
consulting services to approximately 150 independent, non-
affiliated general acute care hospitals throughout the country.
Community Health recognized approximately $13.3 billion in revenue
for the twelve months ended March 31, 2011.


CONGRESS SAND: Taps Beveridge & Diamond as Special Counsel
----------------------------------------------------------
Congress Sand and Gravel, LLC and Congress Materials, LLC, ask
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Beveridge & Diamond, PC, as special
counsel to represent the Debtors concerning the Texas Commission
on Environmental Quality regulation of environmental matters.

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

   Laura L. LaValle               $441.75
   Associates                     $250.00 - $380.00
   Paralegals/Paraprofessionals   $140.00 - $195.00

The Debtor will also reimburse B&D for its necessary out-of-pocket
expenses.

On Dec. 10, 2010, B&D received $2,500.00 as a retainer from
Congress Sand.  B&D may be owed some fees for services rendered
immediately prior to the Petition Date that were not included in
the B&D billing time system.

The Debtors assure the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-37526) on
Oct. 28, 2010.  It estimated assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy
protection on Oct. 28, 2010 (Bankr. N.D. Tex. Case No. 10-
37522).  It estimated its assets and debts at $1 million to
$10 million.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn,
LLC, assists Congress Sand and Congress Materials in their
restructuring efforts.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07-
53439) filed a separate Chapter 11 petition on Dec. 31, 2007.


CONTINENTAL COMMON: Disclosure Statement Hearing Moved to July 6
----------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas re-set the hearing on the approval of
the disclosure statement explaining Continental Common, Inc.'s
Chapter 11 Plan of Reorganization to July 6, 2011, at 1:45 p.m.

The Plan provides for the Debtor to continue to manage and operate
the three properties it owns: (i) an office building located at
1010 Common St. in New Orleans, LA 70112 and various associated
ground leases and land; (ii) approximately 43.433 acres of
undeveloped land located at 4600, 5201, 5224, and 5325 Shadydell
Circle in Fort Worth, TX; and nd (iii) approximately 17.115 acres
of undeveloped land located at 11600 Luna Road, Farmers Branch,
TX.

Under the Plan, the Debtor will use the net cash flow of the
Properties, funds currently on hand, funds to be contributed by
the Reorganized Debtor's equity holder, and proceeds from sales of
the Properties to enable the Debtor to meet operating expense and
to pay creditors.  Until and unless the Properties are sold or
refinanced, or until operating revenues are increased to a
sufficient level, Transcontinental Realty Investors, Inc., the
entity or its designee acquiring the equity of the Debtor, will
need to contribute funds to fund the initial payments to be made
under the Plan and to enable the Debtor to meet its obligations
under the Plan, and TCI has agreed to contribute up to $1.2
million of such funds.

The perfected liens and security interests held by any lender will
be continued, preserved and retained to secure the unpaid balance
of that lender's Allowed Secured Claims.  TCI or its designee will
receive 100% of the equity interests in the Reorganized Debtor on
account of its contributions and the new value it is providing in
funding the Plan.

Under the Plan, lender secured claims will be paid in full.
Convenience class claims and other allowed general unsecured
claims will be paid 100% of the allowed amount without interest.
The subordinated claims of TCI will receive pro rata distributions
of their share of proceeds from any sale.

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

                About Continental Common, Inc.

Dallas, Texas-based Continental Common, Inc., has primary assets
consist of various real estate holdings in multiple states.  The
Company filed for Chapter 11 bankruptcy protection on October 28,
2010 (Bankr. N.D. Tex. Case No. 10-37542).  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, represents the
Debtor.  The Company disclosed $29,250,424 in assets and
$25,150,836 in liabilities.  The U.S. Trustee has not appointed
creditors' committee or examiner in the case.


CONTINENTAL COMMON: Can Further Use Cash Collateral Until June 30
-----------------------------------------------------------------
Continental Common, Inc., and its secured lender PNC Bank, N.A.,
agreed to modify and supplement the Cash Collateral Budget and
extend the Debtor's time to use cash collateral until June 30,
2011.

PNC Bank is represented by:

   William L. Wallander, Esq.
   Bradley R. Foxman, Esq.
   VINSON & ELKINS L.L.P.
   Trammell Crow Center
   2001 Ross Avenue, Suite 3700
   Dallas, Texas 75201-2975
   Tel: 214.220.7700
   Fax: 214.220.7716
   E-mail: bwallander@velaw.com
           bfoxman@velaw.com

A full-text copy of the Amended Cash Collateral Budget is
available for free at http://ResearchArchives.com/t/s?7645

                About Continental Common, Inc.

Dallas, Texas-based Continental Common, Inc., has primary assets
consist of various real estate holdings in multiple states.  The
Company filed for Chapter 11 bankruptcy protection on October 28,
2010 (Bankr. N.D. Tex. Case No. 10-37542).  Melissa S. Hayward,
Esq., at Franklin Skierski Lovall Hayward LLP, represents the
Debtor.  The Company disclosed $29,250,424 in assets and
$25,150,836 in liabilities.  The U.S. Trustee has not appointed
creditors' committee or examiner in the case.


DAIS ANALYTIC: Amends 2009 10-K to Correct Errors
-------------------------------------------------
Dais Analytic Corporation has restated its annual report on Form
10-K for the fiscal year ended Dec. 31, 2009, to reflect the
reclassification of certain warrants from equity to liabilities to
properly account for the effect of the Company applying the
guidance of Accounting Standards Codification 815-40 (ASC 815-40)
(which became effective Jan. 1, 2009) to warrants which had been
issued in December 2007, January 2008 and August 2008, in
connection with convertible promissory notes.  Upon further review
of the warrants, it was determined that these warrants were not
indexed to the Company's stock in the original Form 10-K for
Dec. 31, 2009, and are required to be recorded as liabilities.

As a result, the fair market value of these warrants was
remeasured on Jan. 1, 2009, and was reclassified out of equity to
a liability classification via a net cumulative effect adjustment
of ($1,933,972) resulting in a $3,623,448 decrease to capital in
excess of par value and a $1,689,476 decrease in accumulated
deficit.  The warrants are marked to market at each subsequent
financial reporting period.

A copy of the Form 10-K/A (2009) is available at:

                       http://is.gd/uOarlr

In connection with the foregoing, the Company filed on June 15,
2011, an amendment to its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2010, to include a revised audit
opinion that states that the 2009 financial statements have been
restated to correct errors in accounting for certain common stock
warrants.

A copy of the Form 10-K/A (2010) is available at:

                       http://is.gd/F84d8e

Dais Analytic Corporation, a New York corporation, has developed
and is commercializing applications using its nano-structure
polymer technology.  The first commercial product is an energy
recovery ventilator ("ERV") (cores and systems) for use in
commercial Heating, Ventilating, and Air Conditioning (HVAC)
applications.  In addition to direct sales, the Company licenses
its nano-structured polymer technology to strategic partners in
the aforementioned application and is in various stages of
development with regard to other applications employing its base
technologies.  The Company was incorporated in April 1993 with its
corporate headquarters located in Odessa, Florida.

                          *     *     *

As reported in the TCR on April 6, 2011, Cross, Fernandez & Riley
LLP, in Orlando, Fla., expressed substantial doubt about Dais
Analytic's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred significant losses since inception and has a
working capital deficit and stockholders' deficit of $2,861,448
and $6,722,092 at Dec. 31, 2010.


DAYTON POWER: Moody's Says Acquisition to Result in 'Ba1' Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings for DPL Inc. (DPL:
Baa1 senior unsecured)and its principal subsidiary, Dayton Power &
Light Company (DP&L: A2 Issuer Rating) and maintained the review
for downgrade for both issuers. That said, it is Moody's
expectation that, upon completion of the review, DPL's unsecured
rating will be downgraded to Ba1 from Baa1 and DP&L's Issuer
Rating will be downgraded to Baa2 from A2. In addition, DP&L's
First Mortgage Bond rating is expected to be downgraded to A3 from
Aa3, reflecting Moody's current notching practices for investment
grade regulated utilities.

The review for possible downgrade was initiated on April 20, 2011
after The AES Corporation (AES: B1 CFR, positive outlook)
announced a definitive agreement to acquire DPL for cash
consideration of approximately $3.5 billion and the assumption of
$1.2 billion of debt. While the acquisition appears to be on track
to be completed by early 2012, Moody's does not anticipate
concluding Moody's review until all required approvals are
received and closing appears imminent. The acquisition requires
the approval of DPL shareholders, the Public Utility Commission of
Ohio and the Federal Energy Regulatory Commission.

Today's rating action and commentary is driven by a debt offering
expected to be undertaken by AES in the coming days. Proceeds from
this debt offering will ultimately be used in part to fund the
proposed acquisition and, upon consummation of the transaction,
will become a senior unsecured obligation of DPL with an
anticipated Ba1 rating.

The expected Ba1 rating outcome for DPL is driven by an expected
significant increase in its leverage and the resulting negative
impact on the company's credit profile. Specifically, DPL expects
to incur up to $1.25 billion of incremental debt to fund the
acquisition, doubling its current consolidated debt load to
approximately $2.5 billion. As a result, DPL's consolidated credit
metrics are expected to substantially weaken. For instance, in
2010, DPL achieved key consolidated financial metrics of cash from
operations before changes in working capital to debt and interest
coverage of 36% and 7.7x, respectively. These ratios, however, are
expected to weaken to below 13% and 3.3x, respectively, during the
first few years following the acquisition.

Moreover, the expected rating outcome for DPL considers an overall
increase in the company's business risk profile due to the new
ownership structure and a growing dependence on cash flow
generated from its unregulated operations, primarily from its
retail energy marketing business, to service its increased debt
obligations.

The expected Baa2 rating outcome for DP&L reflects the increased
credit risk at the utility due to the parent's added leverage and
the higher need for dividends from the utility for debt service.
Moody's also anticipates a moderately less favorable regulatory
framework at DP&L in light of its pending acquisition by AES and
an expected base rate filing in 2012.

DPL's expected Ba1 rating also considers the anticipated high
dividend payout ratio along with the increased holding company
debt load which are among the primary drivers for the two notch
rating difference between it and the expected Baa2 Issuer Rating
to be assigned to DP&L. Long-term holding company debt is expected
to account for 65% of consolidated debt upon closing of the
acquisition.

The expected outcomes for DPL and DP&L are based upon the latest
available information and Moody's understanding of the transaction
and assumes 1) the transaction is approved as presented with no
material changes to either the expected capital structures or cash
flow assumptions, and 2) no material event occurs in the interim
that could negatively impact the parties involved in the
transaction prior to closing.

Outcomes different than those currently envisioned by Moody's may
result in rating outcomes different than those expressed above.


DELTA PETROLEUM: Aleron Larson Resigns from Board
-------------------------------------------------
Aleron H. Larson, Jr., submitted a letter to Delta Petroleum
Corporation resigning as a director of the Company, effective
immediately, due to personal reasons.  The Company's Board of
Directors had previously determined to reduce the size of the
Board from fifteen directors to eight directors effective at the
Company's 2011 Annual Meeting of Stockholders.  Prior to
submitting his letter of resignation, Mr. Larson had agreed to not
stand for re-election at the Company's 2011 Annual Meeting of
Stockholders in order to facilitate the reduction in the size of
the Board of Directors.

                     About Delta Petroleum Corp

Delta Petroleum Corporation -- http://www.deltapetro.com/-- is an
oil and gas exploration and development company based in Denver,
Colorado.  The Company's core area of operation is in the Rocky
Mountain region, where the majority of its proved reserves,
production and long-term growth prospects are located.  Its common
stock is listed on the NASDAQ Capital Market System under the
symbol "DPTR."

The Company reported a net loss of $30.26 million on $23.05
million of total revenue for the three months ended March 31,
2011, compared with a net loss of $15.99 million on $29.17 million
of total revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.01 billion in total assets, $527.04 million in total
liabilities, and $483.75 million in total equity.

As reported by the TCR on March 18, 2011, KPMG LLP, in Denver,
Colorado, noted that due to continued losses and limited borrowing
capacity the Company is evaluating sources of capital to fund the
Company's near term debt obligations.  "There can be no assurances
that actions undertaken will be sufficient to repay obligations
under the credit facility when due, which raises substantial doubt
about the Company's ability to continue as a going concern."


DENNY'S CORPORATION: Adopts Pre-Arranged Stock Trading Plan
-----------------------------------------------------------
Denny's Corporation announced the adoption a pre-arranged stock
trading plan for the purpose of repurchasing a limited number of
the Company's common stock in accordance with guidelines specified
under Rule 10b5-1 of the Securities Exchange Act of 1934 and the
Company's policies regarding stock transactions.  This plan has
been established in accordance with, and as a part of, the
Company's stock repurchase program previously announced on
April 4, 2011.  Repurchases under the Company's 10b5-1 plan will
be administered through an independent broker.  The plan will
cover the repurchase of shares commencing no earlier than June 20,
2011, and expiring Nov. 21, 2011.  Repurchases are subject to SEC
regulations as well as certain price, market volume and timing
constraints specified in the plan.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at March 30, 2011, showed
$296.77 million in total assets, $399.02 million in total
liabilities, and a $102.25 million total shareholders' deficit.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DETROIT, MI: Not Going Into Bankruptcy, Michigan Gov. Snyder Says
-----------------------------------------------------------------
American Bankruptcy Institute reports that Gov. Rick Snyder said
that he will not let Detroit or any other Michigan cities declare
bankruptcy, but rather will help fiscally distressed communities
such as Pontiac recover, with or without emergency managers.

Detroit warned bondholders in a March 2 preliminary offering
statement of the risk of bankruptcy as it prepares to sell $250
million of bonds to help close its budget deficit.  The city said
that while it hasn't taken steps to reorganize under Chapter 9, it
may have few other options if its financial condition worsens.
Detroit is facing a deficit estimated at $280 million.

Only two cities -- Menasha, Wisconsin, and Vallejo, California --
have sought bankruptcy protection during the past two years.


EDGEN MURRAY: Promotes C. Kiefer to EVP & COO Global Operations
---------------------------------------------------------------
Edgen Murray II, L.P., promoted Mr. Craig S. Kiefer to Executive
Vice-President and Chief Operating Officer over the Company's
global operations.  Mr. Kiefer previously served as Executive
Vice-President-General Manager, Western Hemisphere.  The terms of
Mr. Kiefer's employment remain unchanged with the exception of the
change in title and related responsibilities.

Mr. Kiefer, 57, has more than forty years of experience in the
industrial distribution market and has supported the Company's
operations and growth initiatives in roles of increasing
responsibility for over nine years.  Mr. Kiefer joined Edgen
Corporation, a predecessor of the Company, in April 2002 from
Service Industrial Supply Co., where he was President.  He was
promoted to President of Edgen Carbon Products Group, L.L.C., a
predecessor to Edgen Murray Corporation, a subsidiary of the
Company, in March 2003 and became Executive Vice-President-General
Manager, Western Hemisphere of the Company in January 2008.

On June 14, 2011, notice of termination of employment was provided
to Mr. Michael F. A. Craig, Executive Vice-President-Managing
Director, Eastern Hemisphere.  In accordance with Mr. Craig's
employment agreement dated June 28, 1994, termination of his
employment will be effective ninety days from the notice of
termination or Sept. 12, 2011.  Upon service of the notice of
termination to Mr. Craig, Mr. Kiefer assumed management duties
regarding the Eastern Hemisphere.

                         About Edgen Murray

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.

The Company's balance sheet at March 31, 2011, showed $473.85
million in total assets, $611.85 million in total liabilities and
a $138.00 total partners' deficit.

                           *    *     *

As reported by the TCR on April 11, 2011, Moody's Investors
Service lowered Edgen Murray II, L.P.'s probability of default
rating (PDR) to Caa2 from Caa1, its corporate family rating (CFR)
to Caa3 from Caa1 and the company's 12.25% senior secured notes to
Caa3 from Caa2.  The downgrade was prompted by Edgen Murray's
continuing weak performance even as many of its peers began to
benefit in 2010 from higher oil prices, a higher rig count for oil
drilling, and increased drilling in and production from
alternative shale plays.

In September 2010, Standard & Poor's Ratings Services said that it
lowered its corporate credit rating on Edgen Murray II L.P. to 'B-
' from 'B'.  The rating outlook is stable.

"The downgrade reflects S&P's expectation that 2010 EBITDA will
likely be around $30 million, materially lower than its previous
expectation of about $55 million, due to ongoing weakness in the
company's Western Hemisphere segment as a result of lower capital
spending on projects in the region," said Standard & Poor's credit
analyst Sherwin Brandford.


ELDORADO RESORTS: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Reno, Nev.-based Eldorado Resorts LLC. The rating
outlook is stable.

"At the same time, we assigned the company's $180 million senior
secured notes due 2019 our 'B+' issue-level rating (the same as
the corporate credit rating). We also assigned this debt a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default. The company used proceeds from the notes and a $15
million senior secured term loan (unrated), as well as some cash
on hand, to repay its existing indebtedness and preferred equity
interests," S&P said.

"The 'B+' corporate credit rating reflects limited diversity -- as
the company derives the vast majority of its EBITDA from a single
property -- and the fact that both of its properties are in
relatively competitive markets," said Standard & Poor's credit
analyst Michael Halchak. "Furthermore, the rating reflects the
potential for additional competition in the longer term in Texas,
which we believe would meaningfully affect Eldorado's cash flow
base. It also mirrors the right of a minority shareholder to put
its ownership position back to the company in 2015. These factors
are somewhat offset by our expectation for at least modest growth
in EBITDA over the next few years, which should result in credit
metrics that are strong for the rating and provide a cushion
in the event these longer term risks materialize."


EMIVEST AEROSPACE: New Owner Will Operate as SyberJet Aircraft
--------------------------------------------------------------
Tamarind Phinisee at San Antonio Business Journal reports
that MT LC, the Utah holding company that bought the aircraft
manufacturing assets of Emivest Aerospace, said that it will
operate as SyberJet Aircraft.

According to the report, SyberJet has moved production of
Emivest's SJ30 business jet from Martinsburg, W.Va., to the
company's facilities in Cedar City, Utah.  However, it is keeping
some SJ30 operations at San Antonio International Airport.

MT is leasing office space and a test facility/service center from
NovaShare to support its SJ30 operations.

                      About Emivest Aerospace

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Emivest Aerospace Corporation filed for Chapter 11 protection
(Bankr. D. Del. Case No. 10-13391) on Oct. 20, 2010.  Emivest
estimated assets and debts between $50 million and $100 million.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.  Morgan
Joseph & Co. Inc. is the financial advisor to the Debtor.  The
Debtor also hired DLA Piper LLP (US) as special counsel to assist
in the marketing of its assets.  Attorneys at Pachulski Stang
Ziehl & Jones LLP serve as counsel to the Official Committee of
Unsecured Creditors.  Deloitte Financial Services LLP is the
Committee's financial advisor.


EMPIRE PLASTERING: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Empire Plastering, LLC
                aka Swiss Plastering Phoenix, LLC
                3650 North 40th Avenue
                Phoenix, AZ 85019

Case Number: 11-16909

Affiliate subject to involuntary petition by the same creditors:

    Alleged Debtor                              Case No.
    --------------                              --------
Empire Plastering of Tucson, LLC                11-16910

Involuntary Chapter 11 Petition Date: June 10, 2011

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Creditors who signed the involuntary petitions:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Sherri S. Parkin                                    N/A
530 East Utopia Rd
Phoenix, AZ 85024
   
Gregory A. Harrington                               N/A
#300-422 Richards Street
Vancouver V6B 2Z4
British Columbia

Aaron C. Valenzuela                                 N/A
P.O. Box 44841
Phoenix, AZ 85064


ENRON CORP: ECRC Files 26TH Post-Confirmation Report
----------------------------------------------------
Enron Creditors Recovery Corp., f/k/a Enron Corp. and its
reorganized Debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York, on April 15, 2011,
their 26th Post-Confirmation Status Report.

A. Distributions

John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
relates that as of April 15, approximately $21,726,000,000 in
cash, PGE Common Stock and PGE Common Stock equivalents -- in the
form of cash -- have been distributed to holders of Allowed
Claims, including $267,000,000 of interest, capital gains and
dividends.  All Disputed Claims have been resolved and all
reserves previously held in the Disputed Claims Reserve,
including interest, dividends and gains have been released.  The
Plan Administrator distributed approximately $100 million to
creditors on May 2, 2011.

As of April 15, the General Unsecured Creditors of Enron have
received 52.5% return on allowed claim amounts compared to
original estimates in the Disclosure Statement of 17.4% and the
Creditors of Enron North America Corp have received 52.1%
compared to original estimates in the Disclosure Statement of
20.1%.  The combined rate of return for ENA Creditors who also
hold an Enron Guaranty claim is 94.3%, excluding gains, interest
and dividends.

There are a limited number of pending litigation and collection
matters and contingent liabilities that continue to affect the
timing of the closure of the Enron bankruptcy case.  The
Reorganized Debtors recently settled litigation in which
defendants -- both of whom were obligated to share recoveries
with the Reorganized Debtors -- previously received summary
judgment in the United States District Court for the Southern
District of New York, referred to as the "Bammel Litigation."  In
addition, the Reorganized Debtors have settled litigation with
the Lay Estate, subject to mutually acceptable documentation and
any court approvals required.

In addition, on March 31, 2011, the District Court entered an
order affirming on appeal the denial by the Bankruptcy Court of a
motion filed by National City Bank which would have required the
payment of $8.6 million to creditors holding the Allowed ETS
Debenture Claim under an agreement which National City Bank
purports to provide most favored nations status in these
particular circumstances which the Reorganized Debtors have
opposed.

B. Claims Resolution Process

More than 25,000 proofs of claim were filed against the Debtors.
The Reorganized Debtors and, prior to the Effective Date, the
Debtors, have worked diligently to review, reconcile, and resolve
these claims -- whether through settlement or litigation.  In the
third quarter of 2008, all Disputed Claims were resolved.  Of the
more than 25,000 proofs of claim filed, approximately 5,653 have
been ordered allowed and approximately 2,333 have been allowed as
filed.  The remaining filed claims have been expunged, withdrawn,
subordinated, or otherwise resolved.

C. Settlement and Recoveries

The Reorganized Debtors collected approximately $144 million
since the 25th Post-Confirmation Status Report filed on
Jan. 18, 2011.  These amounts were primarily attributable to
proceeds received from litigation settlements and the return of
other deposits belonging to the Reorganized Debtors.

D. Other Activities

The Reorganized Debtors continue to oversee additional various
Enron activities including:

  a. Document Administration and Disposal.  The Reorganized
     Debtors have completed their document destruction efforts
     in accordance with numerous orders entered by the
     Bankruptcy Court and an order entered by the District Court
     for the Southern District of Texas.  As of Jan. 1, 2010,
     all of the remaining 43,000 boxes eligible for destruction
     and all electronic storage devices have been destroyed.
     Approximately 2,600 boxes have been sent to long-term
     storage in accordance with regulatory requirements, and the
     Reorganized Debtors have created electronic tape media to
     store the Litigation Document Library.

  b. Dissolution of Corporate Entities. There are three
     remaining entities, of which one is a Debtor and two are
     Post-Final Distribution Trusts.  In conjunction with the
     dissolution of the remaining corporate entities, Enron
     Dissolution Corp., a Delaware corporation, was formed
     solely for the purposes of winding up Enron and Enron Net
     Works, LLC. Enron and Enron Net Works, LLC were merged with
     and into Enron Dissolution Corp. effective on December 18,
     2009.  Enron Dissolution Corp. was thereafter dissolved
     effective on December 19, 2009.

  c. Tax Return Compliance. For 2010, a federal return will be
     filed that includes two entities, one of which will be
     filed as final for the year.  There is also one foreign
     entity with a filing obligation in the federal tax return.
     There are less than five state tax returns remaining.

  d. Resolution of Outstanding Litigation. Eleven cases remain
     pending in the Bankruptcy Court, Federal Courts or state
     courts.  Of the eleven cases pending, four cases are
     adversary proceedings that Enron understands the Bankruptcy
     Court is in the process of closing due to the settlement or
     other conclusion of the litigation.

  e. On Jan. 13, 2011, Enron received a letter forwarding a
     Directive and Notice to Insurers from the New Jersey
     Department of Environmental Protection.  In the Directive,
     the NJDEP asserts that Garden State Paper Company, LLC and
     Enron North America Corp. are responsible parties for
     certain contamination alleged to exist at a site formerly
     occupied by the predecessor to Garden State Paper Company,
     LLC.  Enron is investigating the matters raised in the
     Directive and its defenses to any potential liability, and
     Enron's counsel responded to the Directive on Jan. 14,
     2011, requesting the withdrawal of the Directive noting
     that the NJDEP was aware of the potential liabilities
     identified in the Directive prior to the claims bar date
     and as a result the NJDEP should have filed any proofs of
     claim by the claims bar date.

  f. On March 8, 2011, Enron received a letter from the
     Department of the Army Corps of Engineers for the New
     Orleans District which, among other things: (i) purports to
     terminate Enron's right to construct, operate, and maintain
     certain conduits (containing fiber optic cables) on
     premises in St. Martin Parish, Louisiana and (ii) demands
     that Enron vacate and remove all property from the premises
     and restore the premises to its original condition. Enron
     had previously informed the Corps that Enron no longer had
     any need for the premises. Enron and its counsel are
     investigating the matters raised by the Corps and
     anticipate responding appropriately.

  g. The Reorganized Debtors continue to be sponsors of
     prepetition benefit plans which are entitled to receive
     distributions from the settlement of certain class actions
     securities cases, Tittle, et al. v. Enron Corporation, et
     al. and Newby, et al. v. Enron Corporation, et al., related
     to the Enron estate.  The Reorganized Debtors are working
     to transition the responsibility for the administration of
     the benefit plans and the associated distribution process
     to independent third parties to allow for the closure at
     the appropriate time of the Enron Case.  The timing of the
     distribution of class action settlement monies to the
     benefit plans is uncertain and the Reorganized Debtors lack
     control over such distribution to the plans.  Moreover, the
     Reorganized Debtors continue to perform the necessary
     accounting, control and reporting work required to effect
     closure of the Case promptly.

The Plan Administrator and engaged professional firms (a) support
litigation, (b) handle accounting, tax, cash management and
reporting for the three (3) remaining entities, (c) calculate and
control creditor distributions, (d) perform claims management,
(e) complete disposition of remaining litigation (f) oversee
wind-up of employee matters and benefit plans, and (g) oversee IT
and corporate services providers and non-litigation matters.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: Updates Schedule of Distributions to Creditors
----------------------------------------------------------
John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
attorney for the Reorganized Debtors, relates that on May 2,
2011, the Reorganized Debtors, by and through their Disbursing
Agent, made distributions to holders of Allowed Claims in
accordance with Section 32.1 of the Supplemental Modified Fifth
Amended Joint Plan of Affiliated Debtors dated July 2, 2004.

A schedule, which reflects the current and cumulative
distributions made or to be made through November 2010 to holders
of Allowed General Unsecured Claims and Allowed Guaranty Claims,
on a class-by-class basis and are presented as pre-tax
withholding amounts on a current and cumulative basis, is
available for free at:

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

A schedule, which reflects the reconciliation of distribution
data for Allowed General Unsecured Claims and Allowed Guaranty
Claims through November 2010, to distribution data for Allowed
General Unsecured Claims and Allowed Guaranty Claims through
October 2009, is available for free at:

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

A schedule, which reflects cumulative distributions made or to be
made through November 2010 to a hypothetical creditor holding an
Allowed General Unsecured Claim or Allowed Guaranty Claim in the
amount of $1,000,000, on a class-by-class basis, and are
presented as pre-tax withholding amounts, is available for free
at http://bankrupt.com/misc/Enron_MayDistSchedC.pdf

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


ENRON CORP: District Court Junks Nat'l City Bank Appeal
-------------------------------------------------------
National City Bank previously filed an appeal to the United
States District Court for the Southern District of New York from
Bankruptcy Judge Gonzalez' order denying to use its most favored
nation status in the case to extract $50 million in claims.

On March 31, 2011, District Judge Richard J. Sullivan affirmed
Judge Gonzalez's order.  Judge Sullivan finds, after careful
review of the Debtors' Fifth Amended Plan, the October
Stipulation, and the record, that National City Bank is not
entitled to any additional expenses or recovery.

"A stipulation and order is a binding agreement between parties
to a dispute which has been so ordered by the presiding court.
When parties enter into a stipulation, the agreement is
enforceable as a contract," Judge Sullivan points out.  He adds
that "a court should not find a contract ambiguous where the
interpretation urged by one party would strain the contract
language beyond its reasonable and ordinary meaning."

Applying basic contract principles to the Fifth Amended Plan, the
District Court finds that document to be wholly unambiguous.

Judge Sullivan also notes that the Fifth Amended Plan supersedes
the October Stipulation.  Therefore, the language of the MFN
Clause is interpreted as incorporated into the Fifth Amended
Plan.  He says the Fifth Amended Plan clearly describes the
Debtors' obligations, subject to conditions previously set in the
October Stipulation.

The Plan could not be more explicit, and does not endorse, adopt,
or otherwise reference any other provision of the October
Stipulation, including the definition of "Debtors" contained in
the document, Judge Sullivan explains.  He adds that even if it
could be argued that the Plan implicitly adopted the broad
definition of "Debtors" set in the October Stipulation, he agrees
with the Bankruptcy Court's conclusion that the October
Stipulation requires "collective action" by the Debtors.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001,
following controversy over accounting procedures that caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors won confirmation of their Plan in July 2004, and the
Plan was declared effective on Nov. 17, 2004.  After approval of
the Plan, the new board of directors decided to change the name of
Enron Corp. to Enron Creditors Recovery Corp. to reflect the
current corporate purpose.  ECRC's sole mission is to reorganize
and liquidate certain of the operations and assets of the "pre-
bankruptcy" Enron for the benefit of creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.


BORDERS GROUP: Cuts Tentative Lender Deal To Avoid Closing Sales
----------------------------------------------------------------
Borders Group, Inc. has recently reached an agreement in
principle with lenders and creditors that would alleviate the
need to conduct another round of store closing sales at 51 of its
stores.

BGI and its debtor affiliates filed on June 9, 2011, a formal
motion to conduct store closing sales at 51 stores, essentially
to avoid triggering a default under their DIP Loan Facility.  The
51-store list included some of the Debtors' profitable stores.
The Debtors said they need to commence the closing sales by
June 22.

In recent developments, the Debtors notified Judge Martin Glenn
of the U.S. Bankruptcy Court for the Southern District of New
York on June 15 that they have engaged in extensive negotiations
with the DIP lenders and the Official Committee of Unsecured
Creditors regarding an amendment to the DIP Facility that would
help them avoid the newest batch of proposed store closings.

"The Debtors believe that the parties have reached an agreement
in principle, subject to documentation, and hope to finalize an
agreement, subject to Court approval, in the very near term,"
Borders' lawyer, David M. Friedman, Esq., at Kasowitz, Benson,
Torres & Friedman LLP, in New York, tells Judge Glenn.

Against this backdrop, the Debtors have cancelled an auction
scheduled for June 16, 2011, to select a liquidating agent to
administer sales for the remaining Closing Stores.

In the meantime, the Debtors continue to negotiate with landlords
to further reduce the Closing Stores and will file periodic
additional updates to the Closing Stores list, according to Mr.
Friedman.

The Debtors further tell Judge Glenn that as of June 15, they
have obtained consent from landlords of 11 lease agreements
subject to the 51-Store SCS Motion for an extension of the time
by which they must assume or reject the 11 leases, bringing the
number of closing stores to 40 stores.  The Debtors entered into
separate stipulations with the landlords of six of the leases on
June 10, and with the landlords of five of the leases on June 14.

Under most of the 11 Landlord Stipulations, the Debtors are given
until Jan. 12, 2012, to decide on the store leases:

Store
No.   Name                  Address            City/State
----- ----                  -------            ----------
758   Logan Int'l. Airport  Logan Int'l.       Boston, MA
         - Terminal E        Airport

774   Detroit Metro         North Terminal     Romulus, MI
         Airport             Terminal

775   Detroit Metro         North Terminal     Romulus, MI
         Airport             Terminal

777   Raleigh - Durham A/P  Terminal 2         Raleigh, NC

907   Westland Shopping Ctr. 3500 West Warren  Westland, MI

963   Eastbrook Mall         Route 195         Willimantic, CT

724   Cross County Mall      700 East Broadway Mattoon, IL

763   Baltimore/Washington   808 Barkwood      Baltimore, MD
       Int'l.                 Ct. Suites Q-W

764   Baltimore/Washington   808 Barkwood      Baltimore, MD
       Airport AB Core        Ct. Suites
                              Q-W

970   Swampscott Mall        970 Paradise      Swampscott, MA
                              Road

987   Rye Ridge S/C          106 Southridge St Portchester, NY

The 11 stores subject to the Stipulations are no longer deemed
Closing Stores and will not be included in the proposed store
closing sales in the Debtors' SCS Motion.

Full-text copies of the stipulations are available for free at:

  http://bankrupt.com/misc/Borders_June9StipulationsA.pdf
  http://bankrupt.com/misc/Borders_June9StipulationsB.pdf
  http://bankrupt.com/misc/Borders_June14Stipulations.pdf

A copy of the modified list containing the remaining 40 Closing
stores as of June 14, 2011, is available for free at:

  http://bankrupt.com/misc/Borders_June14AmClosingStoresList.pdf

          Westfield Landlords Propose SCS Guidelines

In relation to the SCS Motion, Westfield LLC and its affiliates
propose guidelines that would more evenly balance the Debtors'
obligation to maximize the value to the estates and Westfield's
need to preserve the image and prosperity at its shopping
centers.

The Westfield Landlords understand that though their leases with
the Debtors prohibit the Debtors from conducting Store Closing
Sales at the leased premises, there is authority holding that
lease clauses prohibiting Store Closing Sales are not strictly
enforced in bankruptcy cases because those clauses contravene the
overall policy of the Bankruptcy Code requiring debtors to
maximize the value available for distribution to creditors.

The same authorities that generally permit Store Closing Sales,
however, provide that consistent with the Bankruptcy Code,
reasonable time, place and manner restrictions may be imposed on
Store Closing Sales, counsel to Westfield, Ilan Markus, Esq., at
LeClairryan, in New Haven, Connecticut --
ilanmarkus@leclairryan.com -- states.

The guidelines Westfield proposed are:

  (A) Limit the Agent to a reasonable number and size of signs
      in the Stores: signs will be limited to the lesser of four
      window signs or one per window, each of which will not
      exceed 48 inches by 36 inches and will be at least 12
      inches inside the glass storefront windows; in addition to
      window signs, no more than five hanging signs for each
      1,000 square feet of leased space will be posted in the
      interior of a store, each sign not to exceed 37 inches by
      26 inches; "toppers", if any, will not exceed 7 and 1/2
      inches by 11 inches, will be of the same colors as the
      other signs, and will be limited to one for each rack,
      counter or shelf.  No interior or exterior banners will be
      permitted at enclosed mall shopping centers.  No "Popsicle
      Stick" signs, A-frame signs or anything similar  will be
      used anywhere on the property of any of the Centers.

  (B) Require the Agent to abide by the Centers' hours (both
      opening and closing times).

  (C) Prohibit advertising or signage from containing the terms
      "going out of business sale," bankruptcy sale," "Chapter
      11 sale," lost lease," "court ordered sale," "liquidation
      sale" or "total liquidation sale."

  (D) Sign walkers will not be permitted on Center property.

  (E) Prohibit augmentation of the Debtors' inventory.

  (F) To the extent that a Westfield Landlord believes that the
      Agent is conducting the Store Closing Sales in violation
      of the Store Closing Guidelines, the Westfield landlord
      should have to provide not more than 24 hours' notice to
      the Debtors and the Agent, subject to the Court's
      calendar, before an expedited hearing on the Alleged
      Violation.  Furthermore, the Westfield Landlords should be
      permitted to exercise peaceable self help in advance of a
      Court order with respect to obvious violations of the
      Store Closing Guidelines pending a ruling by the Court.

  (G) The Store Closing Guidelines should apply regardless of
      whether the specific conduct is restricted under a
      particular Westfield Lease.  Additionally, compliance with
      the Debtors' Store Closing Guidelines should not be
      excused based on alleged "customary practices" at a
      particular Premises or Center.

  (H) Condition the Store Closing Sales upon the Debtors' prompt
      compliance with its ongoing rental and other obligations
      under the Westfield Leases in accordance with Section
      365(d)(3) of the Bankruptcy Code.

           Court to Consider SCS Motion on June 20

Judge Glenn will conduct a hearing to consider the Store Closing
Sales Motion, on shortened notice, on June 20, 2011.

In the Debtors' ex parte motion for a shortened notice period on
the SCS Motion, Mr. Friedman reminded Judge Glenn must obtain
Court approval and begin the closing sales by June 22 to avoid
default under the DIP Loan Facility.  Complying with that
deadline requires Court approval by no later than June 21 because
the liquidators cannot begin the closing sales until opening
store hours on the day after an approval of the SCS Motion is
entered, he stressed.

"If a DIP Facility default occurs, the Debtors could lose the
ability to use cash collateral delivering a death knell to the
Debtors who would become unable to finance ongoing operations and
to fund the expenses of administrating these cases," Mr. Friedman
asserted.

The Debtors further asked Judge Glenn to schedule a telephonic
conference at which the Debtors can provide the Court with a
status update on the SCS Motion, the sale process to potential
going concern buyers, and any other issues relating to the
ex-parte motion for shortened notice period.

Objections to the SCS Motion, if any, are due to be filed in
Court no later than June 16.  Replies may be heard at the
hearing.

                       About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: $834,000 in Claims Changed Hands Last Month
----------------------------------------------------------
The Clerk of Court recorded transfers of 20 claims, totaling
$834,087, in the cases of Borders Group Inc. and its debtor
affiliates for the month of May 2011:

Transferor             Transferee         Claim No.  Claim  Amt.
----------             ----------         ---------  -----------
Santillana USA         ASM Capital, L.P.      -         $338,507

Naxos of America       ASM Capital III,       -          309,173
                      L.P.

Select Resources, LLC  Sierra Liquidity      766          41,536
                      Fund, LLC

Select Resources, LLC  Sierra Liquidity       -           33,336
                      Fund, LLC

J & O Company c/o      Contrarian Funds,      -           30,792
Paperchase             LLC

Find It Games, A       ASM Capital, L.P.      -           26,365
Division of LB
Games

Bartlett Dairy         Sierra Liquidity       -           24,822
Incorporated           Fund, LLC

McLean Investment      ASM Capital, L.P.      -           13,906
Company LLC

Council Oak Books      ASM Capital, L.P.      -            3,249

Theron Andrews         ASM Capital, L.P.      -            2,700

Quad State Air         ASM Capital, L.P.      -            2,518
Compressor Sales &
Service

Pacifica, Inc -        Sierra Liquidity       -            2,338
Pacifica Island Art,   Fund, LLC
Inc.

Cote Literary Group    Sierra Liquidity       -            2,095
                      Fund, LLC

MK Tech                Sierra Liquidity       -            2,095
                      Fund, LLC

Chiefly Company, LTD   Sierra Liquidity       -            1,044
                      Fund, LLC

Columbia Books, Inc.   ASM Capital, L.P.      -              758

Wehrheim Productions,  Sierra Liquidity       -              577
LLC                    Fund, LLC

Modern Parking, Inc.   Sierra Liquidity       -              275
                      Fund, LLC

Closson Press          Sierra Liquidity       -              221
                      Fund, LLC

Accents With Love      Sierra Liquidity       -              150
Florist & Gifts        Fund, LLC

Subsequently, Sierra Liquidity Fund, LLC, filed with the Court an
amended notice of transfer replacing the amount of Bartlett Dairy
Inc.'s claim transferred to Sierra Liquidity to $13,661 from
$24,822.

The $834,087 total amount of claims transferred for the month of
May is lesser than the $3,436,591 aggregate amount of claims
swapped for the month of April.

                       About Borders Group

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

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

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

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

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

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

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

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


EXTENDED STAY: Trust Sues Blackstone for $6.3 Billion
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for the creditors' trust created under
Extended Stay Inc.'s confirmed plan filed lawsuits seeking $6.3
billion from Blackstone Group LP, which owned the hotel operator
before a leveraged buyout in June 2007.  Later, Blackstone was in
the group buying back the business under the Chapter 11 bankruptcy
plan.

According to the report, the trustee is also suing David
Lichtenstein and Lightstone Group LLC, the company he controlled
that was the buyer in the LBO.  The trustee says the purchase
price was "grossly inflated" and structured so Lightstone and
Lichtenstein would assume "little or no risk."  The trustee is
aiming to recover $2.1 billion he says New York-based Blackstone,
as seller, took out from the LBO plus more than $100 million that
the buyer later received in improper dividends.

Mr. Rochelle relates that based on allegations that the
defendants' actions were "gross, wanton and malicious," the
trustee wants the damages trebled to $6.3 billion.  The trustee
contends the "purchase price was not justified, was paid at the
debtors' expense and left the debtors insolvent, undercapitalized
and unable to pay their debts."

The trustee, the report discloses, says that the "ultimate ironic
coda to this story" occurred when Blackstone was part of the group
that bought Extended Stay out of bankruptcy for a price of $3.9
billion, or "roughly half the amount Blackstone had sold the
company for three years earlier."

                       About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764).  Judge James M.
Peck handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors.  Lazard Freres
& Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of
$7.1 billion and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection in October 2010.  An investment group including
Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone
Real Estate Partners VI, L.P. purchased 100 percent of the Company
for $3.925 billion in connection with the Plan of Reorganization
confirmed by the Bankruptcy Court in July 2010.

Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).


FENTURA FINANCIAL: Appoints Frederick Dillingham to Board
---------------------------------------------------------
Fentura Financial, Inc., announced the appointment of Frederick P.
Dillingham to the Board of Directors of the Company as well as the
wholly owned subsidiary, The State Bank.  Mr. Dillingham currently
serves as Executive Director of the Economic Development Council
of Livingston County, Michigan.  He is a former small business
owner, County Commissioner, State Representative and State
Senator.  Mr. Dillingham is familiar with the Company policies and
philosophies having served on the Board of Directors of Livingston
Community Bank, an operating division of The State Bank, since its
formation in 2007.  Mr. Dillingham is a graduate of Eastern
Michigan University.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $5.38 million on $13.87 million
of interest income for the year ended Dec. 31, 2010, compared with
a net loss of $16.98 million on $16.24 million of interest income
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$314.46 million in total assets, $298.26 million in total
liabilities, and $16.20 million in total shareholders' equity.


FKF MADISON: HFZ and CIM File Plan to Take Over Project
-------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that real-estate investor HFZ Capital Group filed its
Chapter 11 plan of reorganization for One Madison Park, pledging
up to $200 million to take the Manhattan condominium tower out of
Chapter 11 protection.  Fellow real-estate investor CIM Group will
also sponsor HFZ's plan.

DBR reports HFZ and CIM will provide the new funding to pay off
One Madison's creditors in exchange for 100% ownership of the
project.

According to DBR, the plan provides that:

     (A) lender iStar Financial Inc.'s claim of more than
         $230 million would be split into two components:

         -- a secured component of $162 million would be replaced
            with a new $162 million secured note that will mature
            seven years after One Madison exits bankruptcy;

         -- the other $69 million portion would be deemed
            unsecured and would possibly be waived.

     (B) General unsecured creditors owed between $160 million and
         $180 million would recover between three and five cents
         of every dollar they're owed, as long as they vote in
         favor in the plan and iStar waives its $69 million
         unsecured claim.  If not, iStar's claim will be included
         with theirs, reducing unsecured creditors' recoveries to
         about two to three cents on the dollar.

     (C) All existing equity, including majority owner and manager
         Slazer Enterprises LLC, will be canceled, and holders
         aren't slated to receive anything.

DBR also reports the plan ran into opposition before it was filed
Wednesday.  Amalgamated Bank, which says it put up $90 million of
the $240 million project loan as a junior lender, says the plan
"substantially undervalues" the property and pay iStar in full
while leaving "virtually nothing" for Amalgamated.  It is
Amalgamated's portion of the debt that is unsecured and could
therefore be waived.

DBR relates that Amalgamated last week said it notified iStar that
it planned to exercise its right to buy out iStar's senior debt in
the hopes of gaining a seat at the negotiating table.

The Wall Street Journal, citing several people familiar with the
matter, reported Wednesday that developer Related Cos. was working
with Amalgamated on its plan to buy out iStar's stake.  Related
declined to comment on its role.  Amalgamated's attorney wasn't
immediately available for comment Thursday.

Manhattan-based HFZ is led by Ziel Feldman, chairman of publicly
traded Israeli investment firm Polar Investments Ltd.  CIM Group,
based in Los Angeles, invests in real estate located in U.S. urban
communities.

                       About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FREE AND CLEAR III: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Free and Clear Holding Company III LLC, filed with the Bankruptcy
Court a list of its creditors holding the 20 largest unsecured
claims.  All claims are disputed.

   Entity                               Amount of Claim
   ------                               ---------------
JP Morgan Chase                                $699,216
PO Box 78420                Value of Security: $503,803
Phoenix, AZ 85062-8420

World Savings Bank                             $600,000
PO Box 659548               Value of Security: $531,134
San Antonio, TX 78265-9548

Wells Fargo Home                               $900,000
Mortgage                    Value of Security: $873,897
PO Box 30427
Los Angeles, CA 90030-0427

Wells Fargo Bank                             $1,242,500
2709 Wells Fargo Way      Value of Security: $1,227,375
MAC# X9901-08T
Minneapolis, MN 55467

Countrywide Home Loans                         $944,000
PO BOX 10423              Value of Security: $1,309,000
Van Nuys, CA 91410

ING Bank FSB                                   $787,500
P.O. BOX 60                 Value of Security: $730,400
ST CLOUD, MN 56302-0060

Universal American Mortgage                    $635,300
391 N. Main Street,         Value of Security: $477,000
Suite 200
Corona, CA 92800

American Home Mortgage                       $1,008,500
Acceptance Inc              Value of Security: $694,500
538 Broadhollow Road
Melville, NY 11747

Fremont Investment & Loan                      $695,200
2727 East Imperial Hwy      Value of Security: $399,000
Brea, CA 92821

Saxon Mortgage Services                        $621,129
P.O.BOX 961105              Value of Security: $213,000
Ft. Worth, TX 76161

American Brokers Conduit                       $629,000
520 Broadhollow Rd.         Value of Security: $230,000
Melville, NY 11747

Chase Manhattan Bank                          $2,007,028
PO Box 182349              Value of Security: $1,577,677
Columbus, OH 43218-2349

Lehman Brothers Bank FSB                        $855,000
Attn: Weil Gotshal & Manges  Value of Security: $707,686
767 Fifth Avenue
New York, NY 10153

Accredited Home                                 $608,000
Lenders, Inc.                Value of Security: $520,000
16550 W Bernardo Dr., Bldg 1
San Diego, CA 92127

America's Wholesale                             $637,500
Lender                       Value of Security: $300,164
4500 Park Granda
Calabasas, CA 91302

Washington Mutual                             $1,700,000
8158 Baymeadows Way        Value of Security: $2,155,104
West
Jacksonville, CA 32256

Accredited Home Loans                           $585,000
16550 West Bernardo Dr       Value of Security: $398,000
Bldg 1
San Diego, CA 92127

Ampro Mortgage                                $1,000,000
PO Box 82370                 Value of Security: $585,182
Phoenix, AZ 85071

World Savings Bank                           $95,383,128
PO Box 659548                Value of Security: $539,034
San Antonio, TX 78265-
9548

NationStar                                      $927,593
Mortgage LLC               Value of Security: $1,139,000
350 Highland Drive
Lewisville, TX 75067

                            Value of Claims $112,465,594
                          Value of Security: $15,110,956

Free and Clear Holding Company III LLC, based in Las Vegas,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-18289) on May 27, 2011.  Judge Bruce A. Markell presides over
the case.  The Law Offices of Christina Ann-Marie DiEdoardo serves
as the Debtor's bankruptcy counsel.  In its petition, the Debtor
estimated $10 million to $50 million in both assets and debts.
The petition was signed by Garth Johnson, managing member.


FREEDOM COMMS: Buyout Talks With MediaNews Break Down
-----------------------------------------------------
The Wall Street Journal's Russell Adams and Mike Spector report
that people familiar with the matter said buyout discussions
between newspaper publishers Freedom Communications Inc. and
MediaNews Group Inc. broke down recently amid disagreements over
price.

The sources told the Journal that Freedom Communications is now
turning attention to other possible suitors and could soon sell
itself in whole or in pieces.

The Journal also reports that people close to MediaNews Group said
the company believes Freedom is worth about $700 million.  Still,
it remained unclear how much MediaNews offered for Freedom during
the recent discussions.  People familiar with the situation said
it remained possible the two sides could resume talks.

According to the Journal, people familiar with Freedom's finances
said the company's newspapers could fetch about $350 million, or
roughly four times their earnings before interest, taxes,
depreciation and amortization. Freedom's television stations could
be worth about $400 million, or about eight times such earnings,
these people said.

Sources told the Journal that MediaNews' offer for Freedom was
fully financed and submitted with bank commitment letters. Some of
the sources said Freedom proved dissatisfied with the price that
the financing supported.

A Freedom spokesman said the company "continues to evaluate its
strategic options."

The Journal notes Alden Global Capital owns interests in both
Freedom and MediaNews, and has been mulling folding together its
newspaper holdings.

The Journal recounts Freedom and MediaNews had been in advanced
discussions for months on a tie-up that would bolster MediaNews's
standing as the second-largest U.S. newspaper conglomerate behind
Gannett Co. in terms of total circulation.

                     About Affiliated Media

Denver, Colorado-based Affiliated Media, Inc., is the holding
company for the MediaNews Group family of newspapers, the nation's
second-largest newspaper publisher by circulation and owner of 54
daily newspapers, over 100 non-daily newspapers, as well as Web
sites, television and radio broadcasters that serve markets in 12
states.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Delaware Case No. 10-10202) on Jan. 22, 2010.  Hughes
Hubbard & Reed LLP, served as the Debtor's general bankruptcy
counsel, while Daniel B. Butz, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, served as the Debtor's co-bankruptcy counsel.  Carl
Marks Advisory Group LLC acted as the Debtor's restructuring
advisor; Rothschild Inc., the Debtor's financial advisor; and Epiq
Bankruptcy Solutions, LLC, the Debtor's claims agent.  The Company
estimated $100 million to $500 million in assets and $500 million
to $1 billion in liabilities.

The Hon. Kevin J. Carey confirmed the Company's plan of
reorganization on March 4, 2010, less than six weeks after
the bankruptcy filing.  The Company had reached agreement
pre-bankruptcy with its lenders on terms of the plan, which
reduces the Company's debt from $930 million to $165 million and
involves no management change or change of control of the Company.

The Plan gives holders of senior notes aggregating $583.1 million
88% of the common stock, the proceeds of $150 million secured term
loan and certain cash payments.  Holders of general unsecured
claims retain their claims or would be paid in full.  Holders of
$326 million in subordinated notes would receive warrants to
purchase stock of the reorganized company.  Holders of equity
interests were wiped out.

Affiliated Media emerged from Chapter 11 protection in March 2010.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
100 daily and weekly publications, plus ancillary magazines and
other specialty publications. The broadcast company's stations --
five CBS, two ABC network affiliates and one CW affiliate -- reach
more than 3 million households across the country. The Company's
news, information and entertainment websites complement its print
and broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP served as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., served as
financial advisors while AlixPartners LLC served as restructuring
consultants.  Logan & Co. served as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.

The Bankruptcy Court confirmed Freedom Communications' Plan of
Reorganization on March 9, 2010.  The Plan became effective
April 30, 2010.  The Plan, which was supported by the Steering
Committee of the Company's secured lenders and the Official
Committee of Unsecured Creditors, eliminated $450 million of debt
from Freedom's balance sheet.



GARDENS OF GRAPEVINE: Palmeiro's Project Selling Parcel to Lincoln
------------------------------------------------------------------
Sandra Braker at Star-Telegram and Bill Rochelle, the bankruptcy
columnist for Bloomberg News, said in separate reports that former
Major League Baseball player Rafael Palmeiro is planning to sell
part of the property owned by his Gardens of Grapevine Development
LP.

According to the Bloomberg report, Gardens of Grapevine is 192
acres of undeveloped land in Grapevine, Texas.  Lincoln Property
Co. Southwest Inc. signed a contract to buy 16.8 acres for $6.9
million.  The project has a $19 million first mortgage and $8
million in second mortgages.  A court filing says the project was
appraised for $53.3 million in October.

There will be a July 5 hearing for approval of the sale which was
negotiated before the Chapter 11 filing.

Star-Telegram relates that Mr. Palmeiro is asking a bankruptcy
judge in Fort Worth to allow that sale to proceed as a way to
reduce the $27 million owed to three lenders.

Lincoln, according to Star-Telegram, also has an option on 17
adjacent acres in the 192-acre development and intends to develop
multifamily residences at the site, says Ms. Braker, citing court
documents.

Bankruptcy records show that Gardens of Grapevine also owes
Compass Bank $5.5 million and Amegy Bank $2.5 million for loans
used for the project.  Gardens of Grapevine also owes $510,000 in
back property taxes for 2008, 2009 and 2010, records show.

                  About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  Frank Jennings Wright, Esq., at Wright
Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the
Debtor.  The Debtor estimated $50 million to $100 million in
assets and $10 million to $50 million in liabilities as of the
Chapter 11 filing.


GIORDANO'S ENTEPRISES: Owner Banned for "American Freemen" Claim
----------------------------------------------------------------
Debra Cassens Weiss at ABA Journal reports that John Apostolou,
the owner of the Chicago-based Giordano's pizza chain, has been
banned from the premises.

The troubles began, the Tribune says, when Apostolou and his wife,
who owns half of the pizza chain, filed documents with the
bankruptcy court declaring themselves "American Freemen" who don't
recognize U.S. currency.  Days later, the company's bankruptcy
lawyer withdrew, citing irreconcilable differences.

U.S. Bankruptcy Judge John Squires appointed a trustee to oversee
the business, prompting more court papers from Apostolou claiming
"bank fraud, securities fraud and tax fraud by the United States,"
according to the ABA Journal report.

Apostolou told the Tribune he didn't understand the documents,
supplied by Marshall Home, a figure thought to be associated with
the sovereign citizen movement.  Sovereign citizens don't believe
courts have jurisdiction over them and don't believe in paying
taxes.  Home has filed a $150 million lien against the business,
spurring a request for sanctions by the trustee, who maintains it
is fraudulent.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank not than $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third has
agreed to provide DIP financing of up to $35,983,563 to the
Debtors.

Philip V. Martino is the duly appointed Chapter 11 trustee in the
Debtors' bankruptcy cases.


GLOBE IRON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Globe Iron Construction Co., Inc.
        1401 Maltby Avenue
        Norfolk, VA 23504

Bankruptcy Case No.: 11-72717

Chapter 11 Petition Date: June 10, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, & RYAN, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrfirm.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/vaeb11-72717.pdf

The petition was signed by Saul B. Mednick, vice president/general
manager.


GOLDEN ELEPHANT: Posts $1.3-Mil. Net Loss in Q2 of 2010
-------------------------------------------------------
Golden Elephant Glass Technology, Inc., reported a net loss of
$1.3 million for the three months ended June 30, 2010, compared
with a net loss of $3.6 million for the same period of 2009.  For
the three months ended June 30, 2010, and the three months ended
June 30, 2009, the Company did not generate any sales revenue.

Net loss was $2.6 million on $0 revenue for the six months ended
June 30, 2010, compared with a net loss of $4.9 million on
$2.3 million of sales revenues for the comparable period of 2009.

The Company's balance sheet at June 30, 2010, showed $34.6 million
in total assets, $33.6 million in total liabilities, and
stockholders' equity of $1.0 million.

As reported in the troubled Company Reporter on Dec. 28, 2010,
NW Pacific CPA, LLC, in Newcastle, Washington, expressed
substantial doubt about Golden Elephant's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2009.  The independent auditors noted that the
Company has accumulated deficits of $11,561,769 at Dec. 31, 2009,
and also has a working capital deficiency of $22,362,695 as
of Dec. 31, 2009.

A copy of the Form 10-Q is available at http://is.gd/788pDt

Golden Elephant Glass Technology, Inc., is a China-based float
glass manufacturer.  The Company's product offerings include float
glass, ultra-clear glass (also called crystal glass), colored
float glass and high grade, glass processed products such as
mirrors, glass artwork, tempered glass, insulated glass, laminated
glass, lacquered glass and similar products.  The Company's
production facility is located in Fuxin City, Liaoning Province,
China.  The Company sells its products to end users in China,
Asia, Europe, South America and South Africa.


GOODMAN GLOBAL: Moody's Affirms CFR at 'B1'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Goodman
Global Inc. including the CFR at B1, and the PDR at B1 and changed
the ratings outlook to stable from negative.

RATINGS RATIONAL

The change in outlook to stable from negative is based on Moody's
expectation that the company will generate substantial positive
free cash flow and delever over the next twelve months. The rating
and outlook consider Goodman's overall competitive position
including an established distribution and dealer network for HVAC
systems, good margins and cash flows, and the low loss of revenues
during the downturn. Moody's notes that while Goodman's leverage
is high for the rating category because of past dividend payments,
it's business was relatively stable during the economic downturn.
The company's business position is mostly tied to HVAC repair and
replacement of the installed base and not meaningfully tied to new
home construction. In 2010, the company paid a $379 million
dividend to shareholders.

Factors which might pressure the ratings or outlook include an
erosion in the company's financial performance or further
shareholder distributions that increase leverage or negatively
impact the company's liquidity. If Debt/EBITDA were expected to be
above 5.0x at year end 2011, or if EBITA/interest expense were to
fall below 2x, the rating may be downgraded. A negative outlook
could occur if progress towards deleveraging was not visible in
the next couple of quarters.

A rating upgrade is unlikely in the near term due to the company's
willingness to relever through a dividend transaction.
EBITA/interest expense above 2.5x and a commitment towards
deleveraging under 3.5 times on an sustainable basis could support
positive ratings traction. Cumulatively, almost $800 million of
dividends have been paid over the last two calendar years.

These ratings/assessments have been affected:

Goodman Global, Inc.:

   -- Corporate Family Rating, affirmed B1;

   -- Probability of Default Rating, affirmed B1;

   -- $250 million senior secured 1st lien revolver due 2015,
affirmed at B1, LGD changed to LGD3, 44%, from LGD3, 43%

   -- $1.5 billion senior secured 1st lien term loan B due 2016
affirmed at B1 LGD3, 44%, from LGD3, 43%

   -- $275 million senior secured 2nd lien term loan due 2017,
affirmed at B3 LGD6, 92%.

The principal methodologies used in rating Goodman Global, Inc.
were Global Manufacturing Industry methodology published in
December 2007, and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

Goodman, located in Houston, Texas, is a domestic manufacturer of
heating, ventilation and air conditioning products for residential
and commercial use. Total revenue for the LTM period through
March 31, 2011 was approximately $2.0 billion.


GP WEST: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: GP West, Inc.
        P.O. Box 12038
        San Juan, PR 00914-2038

Bankruptcy Case No.: 11-04954

Chapter 11 Petition Date: June 9, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Eduardo J. Corretjer Reyes, Esq.
                  BUFETE ROBERTO CORRETJER PIQUER
                  625 Ponce de Leon Avenue
                  San Juan, PR 00917-3111
                  Tel: (787) 751-4618
                  Fax: (787) 759-6503
                  E-mail: ejcr98@yahoo.com

Debtor's
Financial
Consultant:       CPA Luis R. Carrasquillo & Co., P.S.C

Scheduled Assets: $13,384,251

Scheduled Debts: $132,825,590

The petition was signed by Jose Teixidor Mendez, president.

Debtor's List of four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CPG/GS PR NPL, LLC                 Bank Loans         $127,866,717
270 Mu¤oz Rivera Avenue, Third Floor
San Juan, PR 00918

Latimer, Biaggi, Rachid & Godreau, Legal Fees              $16,250
LLP
P.O. Box 9022512
San Juan, PR 00902-2512

Departamento de Hacienda de        --                       $9,655
Bankruptcy Section (424-B)
P.O. Box 9024140
San Juan, PR 00902-4140

Gallery Plaza Condominium Asoc     Maintenance and          $9,217


GROVE STREET: Can Further Use Cash Collateral Until June 30
-----------------------------------------------------------
Judge Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey authorized Grove Street Realty Urban
Renewal, LLC, to use cash collateral until June 30, 2011, in
accordance with a budget.

The Debtor, prior to the Petition Date, is indebted to GE Business
Financial Services, Inc., in the amount of $31,390,752, and TD
Bank, N.A., in the amount of $3,000,000.  The Debtor's
indebtedness is secured by its properties located at 370 Grove
Street and at 196 and 204 Grove Avenue, in Jersey.

Objections to the interim cash collateral order are due June 21.
A further interim hearing will be held on June 28, 2011, at 10:00
a.m.

A full-text copy of the Interim Cash Collateral Order, dated
May 24, 2011, is available for free at:

               http://ResearchArchives.com/t/s?7644

                        About Grove Street

Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC,
owns certain parcels of real property at 370 Grove Street in the
Township of West Deptford, County of Gloucester, New Jersey,
commonly known as RiverWinds Cove Apartments.  The land consists
of improvements generally consisting of two buildings containing
in the aggregate approximately 215,832 square feet of Class A
residential apartment space, comprised of approximately 200 units,
and having approximately 259 parking spaces.

The Company filed for Chapter 11 bankruptcy protection on July 1,
2010 (Bankr. D. N.J. Case No. 10-30427).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor in its
restructuring effort.  The Company estimated  assets and debts at
$10 million to $50 million as of the Petition Date.

An Official Committee of Unsecured Creditors appointed in the case
is represented by Benesch, Friedlander, Coplan & Aronoff LLP.


GSC GROUP: Trustee's Counsel Agrees to Trim, Hold Back Fees
-----------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that attorneys
representing the Chapter 11 trustee overseeing GSC Group Inc.'s
contentious bankruptcy agreed in New York on Tuesday to trim their
latest interim fee request and hold back at least 20 percent of
the fees until the proceedings are completed.

According to Law360, U.S. Trustee Tracy Hope Davis said attorneys
for Chapter 11 trustee James L. Garrity Jr. of Shearman & Sterling
LLP agreed to cut their fee request of more than $1.3 million for
the period covering Jan. 7 through March 31 by $22,000.

                         About GSC Group

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

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


GULFSTREAM INT'L: Plans More Flights to Bahamas
-----------------------------------------------
Jammal Smith at the Nassau Guardian reports that Gulfstream
Airlines has its eyes set on a 50% increase in flights into The
Bahamas starting this fall.

According to the report, the airline is reportedly working on
expanding its fleet, and is currently in negotiations with three
aircraft makers to acquire 10 turboprop aircraft that seat up to
45 individuals.  Its current aircraft do not have lavatories and
are too small to accommodate flight attendants.

The Nassau Guardian reports that the Company isn't planning on
relaunching its routes back into Nassau, saying increased
competition in the capital will not make it the best avenue for
expansion.  It will continue to work on its current Family Island
services, which include Andros, Freeport, Treasure Cay, Marsh
Harbour, North Eleuthera, Governor's Harbour, George Town and
Bimini.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in total
assets and $25,243,099 in total liabilities.

Victory Park provided Gulfstream with up to $5 million debtor-in-
possession financing to fund the Chapter 11 case.


HALCYON HOLDING: Wins Confirmation of Liquidating Chapter 11 Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the producers of "Terminator Salvation" won the
signature of the bankruptcy judge on a June 6 confirmation order
approving a liquidating Chapter 11 plan where payments will be
made to unsecured creditors until their claims are paid in full
with 3% interest.

                       About Halcyon Holding

Halcyon Holding acquired the Terminator franchise in 2007 for
about $25 million.  It had been working on the concept for a fifth
Terminator film when it filed for bankruptcy.

Halcyon Holding Group LLC and two affiliated companies filed
Chapter 11 petitions on Aug. 17, 2009, in Los Angeles, California
(Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said it has
between $50 million and $100 million in both assets and debts.

Halcyon filed for bankruptcy the same day it launched a court
battle with Pacificor, which provided funding for its film, and
one of its former employees.  The suit was filed after Halcyon's
owners failed to make a payment demanded by Pacificor.

Film rights to the Terminator series were sold in March 2010 for
$29.5 million plus $5 million on the commencement of filming of
each Terminator sequel. The buyers were Deep Value Hedge Income-1,
Coca-Cola Co., Pacificor Fund LP and Pacificor affiliates.


HAMPTON ROADS: Launches At-The-Market Equity Offering
-----------------------------------------------------
Hampton Roads Bankshares, Inc., has filed a prospectus supplement
under which it may from time to time sell up to five million
shares of its common stock pursuant to an at-the-market equity
offering program.  The shares would be offered through Sandler
O'Neill + Partners, L.P., as placement agent.  Sales, if any,
would be made in transactions that are deemed to be at-the-market
offerings, including sales made directly on the NASDAQ Global
Select Market or sales made to or through a market maker other
than on an exchange or by privately negotiated transactions.  The
Company intends to use the proceeds from any sales for general
corporate purposes of the Company or loans to or contributions to
the capital of the Banks.

The Company has filed a registration statement and a prospectus
supplement with the Securities and Exchange Commission for the
offering of common stock described in this communication.  Sales
in the offering, if any, would be made pursuant to the prospectus
supplement, dated June 13, 2011, to the Company's base prospectus,
dated June 2, 2011, filed as part of the Post-Effective Amendment
No. 1 to the shelf registration statement on Form S-3.

The offering will be made in compliance with the applicable
provisions of Rule 5121 of the Financial Industry Regulatory
Authority, or FINRA.  This rule requires that a "qualified
independent underwriter" meeting certain standards participate in
the preparation of the registration statement and prospectus and
exercise the usual standards of due diligence with respect
thereto.  FBR Capital Markets & Co. has assumed the
responsibilities of acting as a "qualified independent
underwriter" within the meaning of FINRA Rule 5121 in connection
with the offering.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed $2.71
billion in total assets, $2.55 billion in total liabilities and
$159.86 million in total shareholders' equity.


HARDAGE HOTELS: Court Denies Access to CW Capital Cash Collateral
-----------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware denied Hardage Hotels II, L.P.'s request
to use the cash collateral of CW Capital Asset Management LLC.

The trust is also granted limited relief from the automatic stay
to exercise its state law remedies over the Debtor's property,
including seeking the appointment of a receiver and pursuing
foreclosure.

As reported in the Troubled Company Reporter on March 3, 2011, CW
Capital is a special servicer for the Bank of America, N.A., as
successor by merger LaSalle Bank National Association, as trustee
for the registered holders of Asset Securitization Corporation
Commercial Mortgage Pass-Through Certificates, Series 1996-D2 and
holder of a Deed of Trust Note dated Jan. 23, 1996, from the
Debtor to Nomura Asset Capital Corporation, as amended.

The outstanding balance under the Note and Deed of Trust is
approximately $9.2 million.  The Prepetition Lender Indebtedness
evidenced by the Note purportedly is secured by a lien against the
Hotel and the other prepetition collateral.

Richard M. Pachuiski, Esq., at Pachulski Stang Ziehl & Jones LLP
VP, explains that the Debtor needs the money to fund its Chapter
11 case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/HARDAGE_HOTELS_budget.pdf

In exchange for using the cash collateral, the Debtor proposes to
grant the prepetition lender adequate protection payments and
replacement liens in the postpetition collateral.

                   About Hardage Hotels II, L.P.

Rockville, Maryland-based Hardage Hotels II, L.P., dba Chase Suite
Hotel - Rockville, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10518) on Feb. 22, 2011.  Bruce
Grohsgal, Esq., at Pachulski, Stang, Ziehl Young & Jones, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.  Affiliate Hardage
Hotels VIII, LLC, filed a separate Chapter 11 petition on Jan. 21,
2011 (Bankr. D. Del. Case No. 11-10210).

The Company disclosed $9,558,642 in assets and $11,931,607 in
liabilities as of the Chapter 11 filing.


HARVEST OAKS: Plan Hearing Set for July 6, Objections due June 30
-----------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina conditionally approved the
disclosure statement explaining Harvest Oak Drive Associates,
LLC's Plan of Reorganization.

The hearing on confirmation of the Plan is scheduled for July 6,
2011, at 10:00 a.m.  Objections are due June 30.

June 30 is fixed as the last day for filing written objections to
the disclosure statement.  If no objections or requests to modify
the disclosure statement are filed on or before that date, the
conditional approval of the disclosure statement will become
final.  Any objections to or requests to modify the disclosure
statement will be considered at the confirmation hearing.

The conditional approval of the disclosure statement came after
the Debtor amended its disclosure statement to include a
feasibility analysis and a liquidation analysis of the Debtor's
Plan.

A full-text copy of the Disclosure Statement, dated May 16, 2011,
is available for free at http://ResearchArchives.com/t/s?7642

A full-text copy of the Disclosure Statement Order, dated May 20,
2011, is available for free at:

              http://ResearchArchives.com/t/s?7641

                       About Harvest Oaks

Harvest Oaks Drive Associates, LLC, owns a shopping center located
at 9650 Strickland Road and 8801 Lead Mine Road, in Raleigh, North
Carolina.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. E.D. N.C. Case No. 10-03145) on April 21, 2010.  Trawick H
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company
in its restructuring effort.  In its schedules, the Company
disclosed $15,832,000 in assets and $14,634,161 in debts.


HARVEST OAKS: Further Cash Collateral Hearing Set for July 6
------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina will convene a hearing on
July 6, 2011, at 10:00 a.m., to consider any other issues related
to Harvest Oak Drive Associates, LLC's request to use cash
collateral.

The Debtor was authorized to use cash collateral on an interim
basis for postpetition, necessary and reasonable operating
expenses through June 30, 2011, pursuant to a budget.

CSMC 2006-C5 Strickland Road, LLC, as the Debtor's secured lender,
is granted a first priority, perfected lien in all postpetition
rents, income, and other proceeds of the Debtor's property, but
only to the same extent as Secured Lender has a first priority,
perfected lien in the collateral prepetition.

On Feb. 22, 2011, the Secured Lender sought for a relief from the
automatic stay imposed in the Debtor's case to allow it to
exercise its state law remedies for the Debtor's default under the
$13.4 million prepetition note, including foreclosure of the
Debtor's Property.  Judge Humrickhouse said that in the event that
Motion for Relief from Stay is granted, the Cash Collateral Order
will cease to be effective.

It will be a default under the Cash Collateral Order for any one
or more of the following to occur:

   a. the Debtor will fail to comply with any of the terms or
      conditions of the Cash Collateral Order;

   b. the Debtor will fail to maintain insurance on the properties
      or will fail to name Secured Lender as loss payee on that
      insurance policy;

   c. the Debtor will use cash collateral other than as permitted
      by the Cash Collateral Order; or

   d. appointment of a trustee or examiner in the Debtor's
      bankruptcy proceeding, or the conversion of the Debtor's
      case to a proceeding under Chapter 7 of the Bankruptcy Code.

A full-text copy of the Cash Collateral Order, dated June 7, 2011,
is available for free at http://ResearchArchives.com/t/s?7643

                       About Harvest Oaks

Harvest Oaks Drive Associates, LLC, owns a shopping center located
at 9650 Strickland Road and 8801 Lead Mine Road, in Raleigh, North
Carolina.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. E.D. N.C. Case No. 10-03145) on April 21, 2010.  Trawick H
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company
in its restructuring effort.  In its schedules, the Company
disclosed $15,832,000 in assets and $14,634,161 in debts.


HEARUSA INC: U.S. Trustee Taps 5-Member Creditors' Panel
--------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, entered a
new notice of appointment of an Official Committee of Unsecured
Creditors of HearUSA, Inc.  Melinda Moore, of Advisory Financial
Group, replaced Ceryl Palacios, assistant of Family Hearing Aid
Center, in the Creditors Committee.

The Creditors Committee now comprises:

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

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

      3. Melinda Moore
         Advisory Financial Group
         401 E. Las Olas Boulevard
         Suite 1400
         Ft. Lauderdale, FL 33301
         Tel: (954) 446-7860
         Fax: (888) 409-9320
         E-mail: mindy.moore@advisoryfinancialgroup.com

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

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

                           About HearUSA

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

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


HERON LAKE: Reports $438,800 Net Income in Q2 Ended April 30
------------------------------------------------------------
Heron Lake BioEnergy, LLC, filed its quarterly report on Form
10-Q, reporting net income of $438,764 on $38.02 million of
revenues for the three months ended April 30, 2011, compared with
a net loss of $1.49 million on $25.70 million of revenues for the
same period of the prior fiscal year.

The Company reported net income of $2.12 million on $77.22 million
of revenues for the six months ended April 30, 2011, compared with
net income of $1.13 million on $55.39 million of revenues for the
six months ended April 30, 2010.

The Company's balance sheet at April 30, 2011, showed
$107.74 million in total assets, $60.19 million in total
liabilities, and members' equity of $47.55 million.

As reported in the TCR on Jan. 25, 2011, Boulay, Heutmaker, Zibell
& Co. P.L.L.P., in Minneapolis, Minn., expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Oct. 31, 2010.  The independent auditors noted that the Company
has incurred negative operating cash flows of roughly $600,000 for
the fiscal year ending Oct. 31, 2010, and was also out of
compliance with the minimum fixed charge coverage ratio covenant
of its master loan agreement with Agstar Financial Services, PCA.

At April 30, 2011, the Company was in compliance with its
obligations under the master loan agreement and the amended
forbearance agreement and the covenants contained therein.
However, the Company anticipates that the owner equity ratio
covenant of the master loan agreement will not be met as of the
end of fiscal year 2011, unless amended.

A copy of the Form 10-Q is available at http://is.gd/TGxf8o

Heron Lake, Minn.-based Heron Lake BioEnergy, LLC, is a Minnesota
limited liability company that was formed for the purpose of
constructing and operating a dry mill corn-based ethanol plant
near Heron Lake, Minnesota.  The plant has a stated capacity to
produce 50 million gallons of denatured fuel grade ethanol and
160,000 tons of dried distillers' grains per year.


HINGHAM CAMPUS: Files Chapter 11 with Reorganization Plan
---------------------------------------------------------
Hingham Campus LLC, along with affiliate Linden Ponds Inc., the
owners and operators of the Linden Ponds, filed a pre-negotiated
Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in
Dallas on June 15.

The Linden Ponds is a 108-acre continuing-care retirement
community in Hingham, Massachusetts.  It has 988 independent
living units (with an occupancy rate of 87.9%) and 132 skilled
nursing beds (68% occupancy rate).

Hingham Campus estimated assets and debts of $100 million to
$500 million.  Debt includes $156.4 million owing on bonds issued
by the Massachusetts Development Finance Agency, with Wells Fargo
Bank, National Association, as the bond trustee.

Paul Rundell, plan administrator of Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, which is the sole member of Hingham Campus, says
that during the past few years, senior living facilities have
suffered substantial declines in sales and occupancy and have
faced various obstacles in their construction and development as a
result of the struggling economy, the weakened credit environment,
limited access to capital and declining real estate values, among
other things.  "Prospective senior residents are having difficulty
selling their homes and have lost significant amounts of their
retirement funds in the financial market, making it difficult, if
not impossible, for them to move into or remain in senior housing
facilities.  As a result of these challenging market conditions,
Linden Ponds has suffered a substantial loss of revenue and lower
than anticipated absorption rates," Mr. Rundell says.

The Debtor negotiated an out-of-court restructuring but could not
obtain the required 98% consent threshold, and "could no longer
afford to continue negotiating terms with the Bank without any
certainty of the outcome."

Accordingly, the Debtor commenced the chapter 11 cases to
effectuate the restructuring.

The Debtors have reached an agreement where holders of 40% of the
bonds have pledged to support and vote in favor of a Joint Plan of
Reorganization of the Debtors.  The Debtors add that the three
impaired classes under the Plan have indicated that they will
accept the Plan.  Redwood Capital Investors LLC, will retain its
ownership interest of the Debtors through the Plan.

The Debtors are asking the bankruptcy court to hold a joint
hearing on Sept. 15 and Sept. 16 for approval of the disclosure
statement and confirmation of the reorganization plan.

Erickson Retirement Communities LLC, parent of Hingham, previously
sought bankruptcy protection (Bankr. N.D. Tex. Case No. 09-37010)
on Oct. 19, 2009.  Erickson, the owner of 20 senior living
facilities, won approval of its reorganization plan in April 2010.
The plan provided for a sale to Redwood Capital, the highest
bidder at the auction in December 2009.  Redwood won the auction
with an all-cash bid of $365 million.

Redwood is providing $6 million in a postpetition revolving credit
facility for Hingham Campus' Chapter 11 case.  The DIP financing
will mature on Nov. 8, 2011.  The DIP financing requires a joint
hearing on the Disclosure Statement and the Plan within 120 days
of the Petition Date.


HINGHAM CAMPUS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hingham Campus, LLC
        701 Maiden Choice Lane
        Baltimore, MD 21228

Bankruptcy Case No.: 11-33912

Affiliate that simultaneously filed a chapter 11 petition:

  Debtor                      Case No.
  ------                      --------
Linden Ponds, Inc.            11-33913

Chapter 11 Petition Date: June 14, 2011

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

Judge: Stacey G. Jernigan

Hingham Campus'
Counsel:          Vincent P. Slusher, Esq.
                  DLA PIPER LLP (US)
                  1717 Main Street, Suite 4600
                  Dallas, TX 75201
                  Tel: (214) 743-4572
                  Fax: (972) 813-6267
                  E-mail: vince.slusher@dlapiper.com


                            - and -

                  Thomas R. Califano, Esq.
                  George B. South, Esq.
                  Jeremy R. Johnson, Esq.
                  DLA PIPER LLP (US)
                  1251 Avenue of the Americas
                  New York, New York 10020-1104
                  Telephone: (212) 335-4500
                  Facsimile: (212) 335-4501
                  E-mail: thomas.califano@dlapiper.com
                          george.south@dlapiper.com
                          jeremy.johnson@dlapiper.com

Linden Ponds'
Counsel:          J. Mark Chevallier, Esq.
                  James G. Rea, Esq.
                  McGUIRE, CRADDOCK & STROTHER, P.C.
                  3550 Lincoln Plaza
                  500 N. Akard St.
                  Dallas, Texas 75201
                  Telephone: (214) 954-6800
                  Facsimile: (214) 954-6850
                  E-mail: mchevallier@mcslaw.com
                          jrea@mcslaw.com

                            - and -

                  Martin T. Fletcher, Esq.
                  Stephen F. Fruin, Esq.
                  Thomas J. Francella, Jr., Esq.
                  WHITEFORD, TAYLOR AND PRESTON, L.L.P.
                  Seven Saint Paul Street
                  Baltimore, Maryland 21202
                  Telephone: (410) 347-8700
                  Facsimile: (410) 752-7092
                  E-mail: mfletcher@wtplaw.com
                          sfruin@wtplaw.com
                          tfrancella@wtplaw.com

Lead Debtor's
Estimated Assets: $100,000,001 to $500,000,000
Lead Debtor's
Estimated Debts: $100,000,001 to $500,000,000

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

The petitions were signed by Paul Rundell, chief restructuring
officer.

Affiliate that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Erickson Retirement Communities, LLC  09-37010            10/19/09


INC RESEARCH: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Raleigh, N.C.-based INC Research LLC.

"At the same time, we assigned a preliminary 'B+' senior secured
debt rating and a preliminary '2' recovery rating, indicating
expectations of substantial recovery (70%-90%) in the event of a
default, to INC's $425 million senior secured debt facility, which
consists of a $75 million senior secured revolver due 2016 and a
$350 million senior secured term loan due 2018," S&P said.

"We also assigned a preliminary 'B-' senior unsecured rating and a
preliminary '5' recovery rating, indicating modest recovery (10%-
30%) in the event of a default, to INC's proposed $250 million
senior unsecured notes due 2019," S&P said.

"The preliminary ratings on INC reflect the company's weak
business risk profile, given the uncertain demand in the contract-
based business, the company's need to continue to successfully
compete against larger and better financed CROs, and the need to
quickly and effectively integrate the acquired operations of
Kendle," said Standard & Poor's credit analyst Arthur Wong. "We
consider INC's financial risk profile highly leveraged, following
the close of the proposed acquisition of Kendle and INC's
leveraged buyout in 2010. INC's relatively solid operating
performance, recovering prospects in the CRO industry, and the
company's improved competitive position following the acquisition
of Kendle partially offset the concerns."

INC is a CRO that mainly provides outsourced Phase II-IV clinical
pharmaceutical research services. As a CRO, INC is subject to risk
stemming from contract cancellations, nonrenewals, and demand
volatility. The CRO industry suffered a downturn in late 2008-2009
as delays and cancellations of research trials (because of the
weak economy, pharmaceutical industry consolidation, and greater
focus on cost control) led to volatility in earnings and a fall-
off in contract bookings. Higher-than-normal industrywide contract
cancellation rates have also led to questions regarding the
quality of CROs' backlog and book-to-bill ratios sunk under 1x.
Kendle suffered disproportionately, recording five straight
quarters of sub-1x book-to-bill when other industry players saw
their ratios climb back to over 1x.

"The CRO industry has seemingly recovered and we are seeing book-
to-bill ratios again exceeding 1x and cancellation rates normalize
in the 15%-20% range. Both INC and Kendle are participating in the
recovery. However, we are also seeing major pharmaceutical
customers increasingly favor larger CROs that have greater size,
scale, and international reach. Combined with Kendle, INC would
become the sixth-largest provider of Phase II-IV clinical services
in the industry, up from ninth. The acquisition would also
strengthen and expand INC's therapeutic expertise, as well as add
additional early stage capabilities, enabling INC to bid on a
broader range of trial work," S&P said.


JEFFERSON COUNTY, ALA: Cuts Budget, Approves Big Layoffs
--------------------------------------------------------
American Bankruptcy Institute reports that Jefferson County, Ala.,
commissioners voted Tuesday 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.

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.

Dow Jones' DBR Small Cap reports that deeply indebted Jefferson
County, Ala., should raise its sewer rates by 25% in order to help
repay bondholders and avoid filing what would be the largest
bankruptcy in municipal history, a court-appointed receiver, John
Young, said.


KIEBLER RECREATION: Court OKs Sale of Substantially All Assets
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Ohio approved a
stipulation providing for the sale of Kiebler Recreation, LLC's
assets.

The stipulation was entered among the Debtor, the Official
Committee of Unsecured Creditors, and The Huntington National
Bank.

Pursuant to the stipulation, all of the Debtor's assets will be
sold in three separate, contemporaneous sales: (i) the Resort,
(ii) the Ridgeview Condominiums, and (iii) the Fairways
Condominiums.  The sale will be subject to bigger and better
offers.  The Debtor has yet to select a stalking horse bidder.

Huntington is authorized to credit bid up to an amount which
represents (a) the allowed claim plus (b) the unpaid amount of the
DIP Loan.  As part of Huntington's allowed claim, Huntington holds
a first priority lien on the Resort in the amount of $13,364,000,
inclusive of collection costs, and a first priority lien on the
Ridgeview Condominiums in the amount of $3,636,000 and that sale
proceeds on these properties will be allocated accordingly for
purposes of distribution.

If Huntington is the successful bidder through a credit bid, any
applicable carve out payments will not be due and owing until the
earlier of (i) the date on which the Debtor's property is
ultimately sold by Huntington, or (ii) 12 months from the
bankruptcy sale to Huntington.

The purchaser will also be required to assume the equipment leases
or purchase the equipment subject to the leases.

The hearing on the sale of the Debtor's assets will take place on
Aug. 9, 2011, and the bankruptcy sale must be completed by
Sept. 1.  In the event that the sale is not completed by Sept. 1,
Huntington is entitled to present the Stipulated Order to the
Court for its consideration and approval and the parties to the
agreement agree not to oppose the modification of the automatic
stay or any foreclosure action commenced by Huntington in state
court.

The stipulation also provides for:

   -- Huntington may provide the Debtor with debtor-in-possession
      financing.  The DIP Loan would be secured by all of the
      Debtor's assets (except for the Fairways Condominiums and
      any chapter 5 causes of action which the Debtor may decide
      to commence) including all cash collateral of the Debtor.
      The DIP Loan will be repaid as a superpriority
      administrative expense from the sale proceeds of the
      Debtor's assets and cash in the Debtor's operating account.

   -- All parties agree that Huntington holds an allowed secured
      claim in the amount of $16.0 million, together with
      collection costs which are in excess of $1.0 million, which
      claim is secured by first priority liens on the Debtor's
      assets.

   -- The retention of Jones Lang Lasalle Hotels on a contingency,
      success fee basis, to market the Debtor's assets for sale;
      and Barry Lefkowitz will assume the position of chief
      restructuring officer to manage the Debtor's operations for
      the duration of the sale process through the closing of a
      transaction.

A full-text copy of the order and the stipulation is available for
free at:

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

                    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).


KINDRED HEALTHCARE: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Kindred Healthcare Inc. "We also assigned an
issue-level rating of 'B+' (the same as the corporate credit
rating) and assigned a recovery rating of '3' to the company's
term loan. In addition we assigned an issue-level rating to the
company's senior unsecured notes (two notches below the corporate
credit rating) and assigned a recovery rating of '6' to the
unsecured notes. The rating outlook on the company is stable," S&P
said.

"The rating on Louisville, Ky.-based Kindred Healthcare reflects
the reimbursement risk of the Kindred's businesses as well as the
relatively competitive and fragmented market characteristics for
the services they provide," said Standard & Poor's credit analyst
David Peknay. Moreover, while the acquisition of RehabCare will
expand its position in post-acute care services, the debt required
for the transaction contributes to its aggressive financial risk
profile.

"We expect that, with the completion of the RehabCare acquisition,
Kindred will derive about 70% of its revenues from government
sources. Although a major portion of its services are provided to
a large number of third-party facilities through contractual
relationships, the weak business risk profile incorporates
indirect risk to Kindred if possible changes in regulations or
reimbursement hurts its contractual partners. When considering its
facility-based businesses, primarily its 224 skilled nursing
facilities and 118 long-term, acute-care hospitals, we consider
the risk to its margins of potentially significant, but currently
unforeseen adverse changes to payment rates or payment methodology
by government health reform efforts to limit health costs.
Additionally, the long-term outlook for long term acute care
hospitals may become cloudy if there are large-scale changes in
the regulations and payment methodology for all post-acute-care
services," S&P said.

"We estimate that pro forma, assuming one full year of operations
of a successful completion of the acquisition of RehabCare, that
lease-adjusted debt to EBITDA by the end of 2012 will be in the
low 5x-area. With some upside from Kindred's existing nursing-
based contractual business, Kindred may be able to reduce debt
further, particularly if there are no acquisitions as (in our
view) the generation of free cash flow could exceed $100 million
in 2012. However, we believe the company's acquisition activity
may remain relatively aggressive over the next few years as it
strives to solidify its presence the various post-acute care
subsectors," S&P added.


KT SPEARS: RBC Bank Wants Reorganization Case Dismissed
-------------------------------------------------------
Creditor RBC Bank(USA) asks the U.S. Bankruptcy Court for the
Southern District of Texas to dismiss the Chapter 11 case of KT
Spears Creek, LLC, for bad faith filing.

As of the Petition Date, the Debtor owes RBC Bank $22,494,711.

RBC Bank tells the Court that the bankruptcy filing was designed
to thwart the bank from completing its foreclosure of a multi-
family apartment complex located in Richland County, South
Carolina.

The bank is represented by:

         WINSTEAD PC
         Joseph G. Epstein, Esq.
         1100 JPMorgan Chase Tower
         600 Travis Street
         Houston, TX 77002
         Tel: (713) 650-2740
         Fax: (713) 650-2400
         E-mail: jepstein@winstead.com

         JOHNSTON, ALLISON &HORD, P.A.
         Constance L. Young, Esq.
         1065 East Morehead Street
         Charlotte, NC 28204
         Tel: (704) 332-1181
         Fax: (704) 376-1628
         E-mail: cyoung@jahlaw.com

                        About KT Spears

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

KT Spears Creek filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-33991) in Houston, Texas, on May 3, 2011, with Judge
Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq., at
Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $13,104,543 in assets and
$29,851,834 in liabilities as of the Chapter 11 filing.


LA VILLITA: Has Access to Lenders Cash Collateral Until July 31
---------------------------------------------------------------
The Hon. Ronald B. King, of the U.S. Bankruptcy Court for the
Western District of Texas, in an interim order, authorized La
Villita Motor Inns, JV, to use its prepetition lender's cash
collateral until July 31, 2011.

The Debtor's use of cash collateral is restricted to ordinary,
reasonable and necessary expenses.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will grant the prepetition lenders
additional postpetition liens upon all assets of the Debtor with
same order of priority as that of the trust's prepetition liens.

Additionally, the Debtor will:

   -- maintain casualty and liability insurance policies on its
      assets without interruption;

   -- secure and maintain all its property and continue to market
      the hotel rooms and services and collect and account for all
      income;

   -- on June 1, and on July 1, the Debtor will pay to ORIX
      Capital Markets LLC, as special servicer for the trust, the
      sum of $38,331 as adequate protection for the alleged
      secured claim filed by ORIX.

As reported in the Troubled Company Reporter on April 13, Judge
King ruled that to the extent the prepetition liens of AMRESCO
Capital L.P. are valid and perfected, the trust is granted
postpetition liens upon all after acquired property of the
Debtor's estate of the type comprising the prepetition collateral
according to the same order of priority as that for the
prepetition liens, but only to the extent of any decrease in the
value of the prepetition collateral, and only to the extent of the
amount of Cash Collateral actually used; the expenses represented
in the Budget do not represent payments that would be made to
Liaquat Pirani, Irfan Valla or any insiders of the Debtor, except
as authorized in the Order Authorizing Debtor' Payment of
Prepetition Employee Obligations and except for reimbursements by
the Debtor for any payments Irfan Valla and Liaquat Pirani make on
behalf of the Debtor pursuant to the Budget.

The Debtor will also provide the trust and any special servicer
appointed pursuant to the Servicing Agreement with monthly reports
reflecting (i) monthly income and expenses, and (ii) monthly
operating reports and financial statements.

The Debtor will continue to provide for the insurance required by
the trust under the Loan Documents and to maintain an escrow for
payment of taxes.

The Debtor will place the monthly property tax on or before the
last day of the relevant month in an segregated account held in
trust by Oppenheimer, Blend, Harrison & Tate, Inc. for the purpose
of payment of the Debtor's ad valorem taxes, and the Property Tax
Escrow will not be disbursed absent orders from the Court.

                  About La Villita Motor Inns JV

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


LAS VEGAS MONORAIL: Files Revised Papers for Disclosure Hearing
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Las Vegas Monorail Co. filed an updated disclosure
statement on June 6 describing its proposed bankruptcy
reorganization plan. The new version was filed in advance of a
hearing June 20 where the bankruptcy judge can allow creditors to
vote on the plan if he finds the disclosure statement adequately
describes the reorganization.  The plan would pay only a fraction
owed on secured bonds.

                    About Las Vegas Monorail

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

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

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


LAS VEGAS SANDS: S&P Upgrades Corporate Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on the Las Vegas Sands Corp. (LVSC) family of companies to
'BB' from 'BB-'. Aside from Las Vegas Sands Corp., the LVSC family
of rated companies includes Las Vegas Sands LLC, its Venetian
Casino Resort LLC subsidiary, and affiliate VML U.S. Finance LLC.
"All issue-level ratings were also raised by one notch in
conjunction with the corporate credit rating upgrade. The rating
outlook is stable," S&P said.

"At the same time, we assigned our preliminary 'BB' issue-level
rating (at the same level as the corporate credit rating) to VML's
proposed up to $4.5 billion senior secured credit facilities,
which will consist of a $500 million revolver due June 2016, a $3
billion term loan A due June 2016, and potentially an incremental
$1 billion term loan B due June 2018. The company will use
proceeds from these facilities, along with cash on hand, to
refinance approximately $2.8 billion of existing debt at VML and
Venetian Orient Ltd. (both wholly-owned subsidiaries of Sands
China Ltd.), to fund remaining construction of LVSC's Parcels 5&6
in Macau, and to pay financing fees and expenses. Sands China Ltd.
is publicly listed on the Hong Kong Stock Exchange and is 70.3%
owned by LVSC. VML is its main operating subsidiary," S&P said.

There exists limited historical precedent of a large-scale
bankruptcy filing of a foreign-owned entity in Macau, a special
administrative region of the People's Republic of China.
Furthermore, even if lenders have a good claim with a registerable
interest in the real estate, there is uncertainty surrounding the
application of the insolvency process and the ability to realize
asset value by lenders in this jurisdiction. Therefore, S&P has
not assigned a recovery rating to VML's proposed credit
facilities.

"The rating upgrade reflects continued strong performance, and our
belief that under our updated long-term performance expectations,
Las Vegas Sands will maintain credit measures comfortably within
our threshold for a 'BB' corporate credit rating. While the
proposed Macau refinancing will add approximately $1.1 billion of
additional debt to prefund development, we expect consolidated
EBITDA to grow approximately 30% in 2011 compared with 2010, which
would result in consolidated operating lease-adjusted leverage
improving to the mid-4x area by the end of 2011. Given our
satisfactory assessment of LVSC's business risk profile, we would
be comfortable with leverage temporarily spiking as high as 5.5x
to fund development projects, but generally consider leverage
closer to 5x to be in line with a 'BB' corporate credit rating for
LVSC," S&P said.


LEED CORP: Has Continued Access to Lenders' Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Idaho authorized The
Leed Corporation to use monies derived from the rental of real
properties in which prepetition lenders Kathi Meyers or Mitch
Campbell assert a security interest accruing on a monthly basis
as:

   a. payment of property taxes on the real property;

   b. payment (or reimbursement of the Debtor) of the insurance
      premiums on the real property;

   c. payment of the property management fees in an amount not to
      exceed 9% of the gross rents received on the real property;
      and

   d. payment of the maintenance and repairs on the real property,
      subject to the limitation.

As reported in the Troubled Company Reporter on Aug. 16, 2010,
these entities have alleged secured interests in its residential
homes.

   a. OCWEN
   b. Premier Financial;
   c. 21st Mortgage;
   d. American Escrow Services;
   e. Robert and Kathi Meyers;
   f. Mitch Campbell;
   g. Rusty and Ann Parker;
   h. GMAC;
   i. Internal Revenue Service;
   j. Lon and Becky Montgomery;
   k. Idaho Mutual Trust;
   l. John Deere Landscapes;
   m. Bank of America; and
   n. Greentree Mortgage.

The Debtor related that it holds rents that have accrued in its
property manager's trust account.

The Debtor requires the use of cash collateral to pay its general
operating expenses for its rental/lease operations.

The Debtor adds that the prepetition lenders are adequately
protected by the substantial equity cushion in the respective
properties.

The Court ordered that the remaining rents will be held in a
segregated debtor-in-possession account pending further order of
the Court or stipulation of the parties.  The Debtor's Monthly
Operating Reports will include the Litigation Reserve Account; and

The Debtor also agrees that maintenance and repairs on the real
property will be done by a third-party unless the Debtor wishes
to complete a subject repair and first obtains the written consent
of Meyers or Campbell as the case may be.

The Debtor will continue to have the U.S. Trustee named on the
certificates of insurance as receiving notice of any change in
insurance.

The remaining balance will be held in the Debtor's property
manager's escrow account until taxes are due for the second half
of 2010, with the Debtor authorized to disburse such funds from
the Property Tax Reserve when said taxes are due, i.e. June 2011.

Rents accruing on a monthly basis derived from properties in which
Meyers or Campbell do not assert a security interest, may be used
by the Debtor in the ordinary course of business and the same are
not cash collateral.

                     About The Leed Corporation

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

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

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

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


LEXARIA CORP: Posts $155,800 Net Loss in Q2 Ended April 30
----------------------------------------------------------
Lexaria Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $155,767 on $316,284 of revenue for the
three months ended April 30, 2011, compared with a net loss of
$162,523 on $40,327 of revenue for the same period ended April 30,
2010.

The Company reported a net loss of $285,945 on $646,447 of revenue
for the six month period ended April 30, 2011, compared with a net
loss of $445,338 on $107,423 of revenue for the six month period
ended April 30, 2010.

The Company's balance sheet as of April 30, 2011, showed
$3.5 million in total assets, $1.6 million in total liabilities,
and stockholders' equity of $1.9 million.

Chang Lee LLP, in Vancouver, Canada, expressed substantial doubt
about Lexaria's ability to continue as a going concern,
following its results for the year ended Oct. 31, 2010.  The
independent auditors noted that the Company had recurring losses
and requires additional funds to maintain its planned operations.

A copy of the Form 10-Q is available at http://is.gd/ARB2PN

                   About Lexaria Corporation

Based in Vancouver, British Columbia, Lexaria Corporation --
http://www.lexariaenergy.com/-- is an exploration and development
oil and gas company currently engaged in the exploration for and
development of petroleum and natural gas in North America.  The
Company's common stock is quoted on the OTC Bulletin Board under
the symbol "LXRP" and on the Canadian National Stock Exchange
under the symbol "LXX".


LUXURY VENTURES: N.Y. Court Affirms Dismissal of One Step Up Suit
-----------------------------------------------------------------
The Appellate Division of the Supreme Court of New York, First
Department, affirmed the order of the Supreme Court, New York
County (Bernard J. Fried, J.), entered Dec. 22, 2009, that granted
defendant's motion to dismiss the complaint, One Step Up, Ltd.,
Plaintiff-Appellant, v. Webster Business Credit Corporation,
Defendant-Respondent, 601807/09, 4100 (N.Y. Sup. Ct.).  Plaintiff
brought the action seeking the return of $250,000 that defendant
obtained when it drew on a standby letter of credit.  Plaintiff
had opened the letter of credit with HSBC, naming defendant as
beneficiary, to provide additional collateral for defendant's
extension of further financing to nonparty Luxury Ventures, LLC
d/b/a Henricks Jewelers.

According to Justice Karla Moskowitz, who penned the opinion,
despite plaintiff's creative theories, the plain wording of the
letter of credit and underlying documents precludes recovery. In
particular, plaintiff cannot use breach of warranty under Uniform
Commercial Code Sec. 5-110 to convert the legitimate exercise of
contractual rights into a cause of action.  Indeed, defendant's
actions were permissible, even expected, under the financing
documents involved in this case.  Plaintiff, a sophisticated
business entity and an affiliate of the company that borrowed
money from defendant, should have understood the risks when it
applied for the letter of credit and took a subordinated junior
participation interest in advances that defendant made to the
borrower.  Accordingly, it was appropriate to dismiss this case at
the pre-answer stage.

Defendant provides secured loans and cash management services in
the form of revolving credit and asset-based financing.  One of
its borrowers was Henricks, a retail jewelry business that
operated in Florida.  Defendant and Henricks entered into a
secured revolving credit agreement with a $5 million limit on
Feb. 28, 2005.  In 2007, Henricks filed a Chapter 11 bankruptcy
petition with the United States Bankruptcy Court for the Middle
District of Florida.  As part of Henricks's confirmed plan of
reorganization, defendant agreed to provide exit financing to
Henricks.  Accordingly, defendant and Henricks entered into an
Amended and Restated Loan and Security Agreement, dated August 1,
2008.

A copy of the 2011 NY Slip Opinion 05140 dated June 14, 2011, is
available at http://is.gd/rZCGPLfrom Leagle.com.

                      About Luxury Ventures

Bonita Springs, Florida-based Luxury Ventures LLC does business as
Henricks Jewelers and sells and retails jewelries.  It filed for
chapter 11 bankruptcy on Nov. 19, 2007 (Bankr. M.D. Fla. Case No.
07-11224).  Judge Alexander L. Paskay presides the case.  Paul J.
Battista, Esq., at Genovese, Joblove & Battista PA represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it estimated $1 million to $100 million in assets and
debts.

Luxury Ventures LLC emerged from Chapter 11 in August 2008 under a
plan of reorganization in which Kairos Capital Partners made an
equity investment in the company in exchange for an ownership
stake.


MACCO PROPERTIES: Michael Deeba Appointed as Chapter 11 Trustee
---------------------------------------------------------------
The Hon. Niles Jackson of the Bankruptcy Court for the Western
District of Oklahoma has approved the appointment of Michael
E. Deeba as the Chapter 11 trustee in the case of Macco
Properties, Inc.

Richard A. Weiland, the U.S. Trustee for Region 20, has selected
Mr. Deeba pursuant to the order directing the appointment of a
Chapter 11 trustee dated May 31, 2011.

Mr. Deeba served as the CEO of the confirmed Chapter 11 case of
Twin Lakes Apartments, LLC.  In addition, Mr. Deeba was retained
as an expert witness in a matter relating to a related entity of
the debtor that arose in 2008.

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

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

The Official Unsecured Creditors' Committee is represented by:

         Ruston C. Welch
         Welch Law Firm, P.C.
         722 North Broadway, Suite 301
         Oklahoma City, Oklahoma 73102-6025
         Telephone: (405) 236-5222
         Fax: (405) 231-5222
         E-mail: rwelch@welchlawpc.com


MACCO PROPERTIES: Trustee Seeks to Tap Bellingham & Loyd as Attys.
------------------------------------------------------------------
Michael E. Deeba, the Chapter 11 trustee for Macco Properties,
Inc., seeks permission from the United States Bankruptcy Court for
the Western District of Oklahoma to appoint Janice D. Loyd and
James H. Bellingham of the firm of Bellingham & Loyd, P.C. as
Attorneys for the Trustee in the Chapter 11 case of Macco
Properties, Inc.

During its retention, Bellingham & Loyd, will, among other things:

   a. advising Trustee with  respect to his rights, duties and
      obligations as Trustee and regarding other matters of
      bankruptcy law;

   b. assistance in preparation and filing of all pleadings and
      documents which may be required in these proceedings,
      including, but not limited to Plan of Liquidation and
      Disclosure Statement;

   c. assistance in claims review and objection process in
      analyzing and identifying claims against the estate

Bellingham & Loyd's rates are:

      Personnel                     Rate
      ---------                     ----

       Partner                     $250.00
       Associate                   $175.00
       Legal Assistant             $75.00


                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

The Official Unsecured Creditors' Committee is represented by:

         Ruston C. Welch
         Welch Law Firm, P.C.
         722 North Broadway, Suite 301
         Oklahoma City, Oklahoma 73102-6025
         Telephone: (405) 236-5222
         Fax: (405) 231-5222
         E-mail: rwelch@welchlawpc.com


MACCO PROPERTIES: Trustee Seeks to Tap MEDPPLC as Fin'l Consultant
------------------------------------------------------------------
Michael E. Deeba, the Chapter 11 trustee for Macco Properties,
Inc., seeks permission from the United States Bankruptcy Court for
the Western District of Oklahoma to appoint Michael E. Deeba, PLLC
("MEDPLLC") as financial consultant and accountant for Trustee in
the Chapter 11 case of Macco Properties, Inc.

During its retention, MEDPLLC, will, among other things:

   (a) assist the Trustee in negotiations with senior lender or
       third parties regarding the use of cash collateral, or
       other financing;

   (b) assist the Trustee in analyzing the profitability of
       individual real estate holdings and negotiations regarding
       liquidation of same.

   (c) assist the Trustee in the preparation of weekly cash flow
       projections as well as long term financial projections and
       a business plan;

MEDPLL's rates are:

      Personnel                     Rate
      ---------                     ----
     Member/Partner               $275-250
     Manager/Accountant           $185-155
     Consultant/Accountant        $145-110
     Bookkeeping/Accounting         $90-45

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

The Official Unsecured Creditors' Committee is represented by:

         Ruston C. Welch
         Welch Law Firm, P.C.
         722 North Broadway, Suite 301
         Oklahoma City, Oklahoma 73102-6025
         Telephone: (405) 236-5222
         Fax: (405) 231-5222
         E-mail: rwelch@welchlawpc.com


MACCO PROPERTIES: First Enterprise Wants to Join Committee
----------------------------------------------------------
First Enterprise Bank seeks permission from the U.S. Bankruptcy
Court for the Western District of Oklahoma to change the
membership of the Official Unsecured Creditors' Committee pursuant
to 11 U.S.C. Sec 1102(4) or in the alternative, add First
Enterprise as a member of the Official Unsecured Creditors
Committee pursuant to 11 U.S.C. Sec. 1102(2).

First Enterprise holds unsecured claims against the Debtor in the
approximate amount of $3,523,506.  A portion of this amount is
secured by real property owned by affiliated entities of the
Debtor.

First Enterprise is easily one of the seven largest unsecured
creditors of the Debtor according to the Claims Register.
As of April 14, 2011, the four largest unsecured creditors are
Quail Creek Bank, Coastal Federal Credit Union, Kirkpatrick Bank
and First Enterprise Bank.  The Unsecured Creditors Committee
originally had three members, none of which are the top four
unsecured creditors.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-
16682) on Nov. 2, 2010.  G. Rudy Hiersche, Jr., Esq., at the
Hiersche Law Firm, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $50,823,581 in total assets, and $4,323,034 in
total liabilities.

The Official Unsecured Creditors' Committee is represented by:

         Ruston C. Welch
         Welch Law Firm, P.C.
         722 North Broadway, Suite 301
         Oklahoma City, Oklahoma 73102-6025
         Telephone: (405) 236-5222
         Fax: (405) 231-5222
         E-mail: rwelch@welchlawpc.com


MADISON HOTEL: Files Schedules of Assets & Liabilities
------------------------------------------------------
Madison Hotel LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York, its schedules of assets and
liabilities, disclosing:

Name of Schedule              Assets              Liabilities
----------------              -----------         -----------
A. Real Property              $32,000,000
B. Personal Property           $1,613,117
C. Property Claimed as
   Exempt
D. Creditors Holding                              $25,000,000
   Secured Claims
E. Creditors Holding                                       $0
   Unsecured Priority
   Claims
F. Creditors Holding                               $1,113,616
   Unsecured Non-priority
   Claims
                              -----------         -----------
              TOTAL           $33,613,117         $26,113,616

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.


MAJESTIC STAR: Staff Cuts Affect 50 Workers at Two Gaming Boats
---------------------------------------------------------------
Keith Benman at nwi.com reports that Larry Buck, General Manager
of Majestic Star Casinos, implemented staff cuts that have
affected about 50 employees at the two gaming boats.

According to the report, some of the full-time employees affected
were offered and accepted part-time jobs, and others were laid
off.  The cuts were among those recommended by efficiency
consultants hired by Majestic Star creditors; cuts will include
closing the top floor of Majestic Star II and moving its poker
room to a lower level, Mr. Buck said.  The deli on that floor also
will be closed.

In March of this year, a bankruptcy judge approved a
reorganization plan that could pave the way for the company to
exit bankruptcy by year's end.

                         About Majestic Star

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

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

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

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

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


MICHAEL BRIGGS: Watchdog Wants Claim Made Non-Dischargeable
-----------------------------------------------------------
John Ellis at the Fresno Bee reports that the state's political
watchdog agency says former Assembly Member Mike Briggs owes it
$43,500 -- and he shouldn't be able to get out of the debt by
filing for bankruptcy.

Mr. Briggs, a local Republican who also served a term on the
Fresno City Council in the 1990s, in February filed for bankruptcy
in U.S. Bankruptcy Court in Fresno.  His petition lists $418,825
in assets, and more than $1.4 million in liabilities.

According to the report, the money owed to the state's Fair
Political Practices Commission, however, is listed as an
"unsecured nonpriority claim."  Last week, the agency filed a
complaint in bankruptcy court asking that the debt be made "non-
dischargeable."

In December 2009, the Fair Political Practices Commission
recommended a $34,000 fine against Briggs, his campaign, and
campaign treasurer Sharron Nisbett for violations related to his
unsuccessful 2004 bid for the state Assembly, notes Mr. Ellis.

Mr. Ellis adds, earlier this year, the agency tacked on an
additional $9,500 in fines related to Briggs' failed Fresno City
Council bid last year.

To date, the agency noted in its court papers, Briggs has paid
none of the fines.  The agency claims that under federal
bankruptcy code, "penalties imposed by the Commission, a state
agency, are nondischargeable."

Michael W. Briggs, along with his wife, Emma L. Briggs, sought
Chapter 11 protection (Bankr. E.D. Tex. Case No. 10-41046) in
April 2010.  Joyce W. Lindauer, Esq., in Dallas, Texas, serves as
counsel.  The joint debtors estimated $500,001 to $1,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities as of the
Chapter 11 filing.


MOUNTAIN PROVINCE: Incurs C$2.09-Mil. Net Loss in March 31 Qtr.
---------------------------------------------------------------
Mountain Province Diamond Inc. a net loss of C$2.09 million for
the three months ended March 31, 2011, compared with a net loss of
C$1.76 million for the same period during the prior year.

The Company's balance sheet at March 31, 2011, showed C$70.13
million in total assets, C$8.19 million in total liabilities and
C$61.93 million in total shareholders' equity.

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

                        http://is.gd/2qIal3

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

                         *     *    *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MOUNTAIN PROVINCE: Provides Update on Gahcho Kue Project
--------------------------------------------------------
Gahcho Kue JV partners De Beers Canada Inc. (51%) and Mountain
Province Diamonds Inc. (49%) (TSX: MPV) (NYSE AMEX: MDM) announced
that they have:

   (1) approved the Gahcho Kue feasibility study with agreed
       revisions and clarifications;

   (2) approved the execution of the necessary development work
       for the Gahcho Kue project; and

   (3) mandated the Gahcho Kue project operator to prepare a plan
       and budget for the development of the Gahcho Ku‚ mine.

The plan and budget, once approved by the JV partners, will serve
as the basis for a final investment decision, which is expected to
be made once the partners have clarity on the progress of the
environmental review currently underway.

                    About De Beers Canada Inc

De Beers Canada is Canada's leading diamond company and part of
the De Beers Family of Companies.  De Beers Canada operates the
Snap Lake Mine in the Northwest Territories and the Victor Mine in
northern Ontario, both of which opened in July 2008.  De Beers
Canada is also a 51% Joint Venture partner in the Gahcho Kue
Project in the Northwest Territories.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at March 31, 2011, showed $70.13
million in total assets, C$8.19 million in total liabilities and
C$61.93 million in total shareholders' equity.

                         *     *    *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MSR RESORT: Wants Until June 30 to Propose Chapter 11 Plan
----------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to approve a stipulation
extending their exclusive periods to file and solicit acceptances
for the proposed chapter 11 plan until June 30, 2011, and Aug. 29,
respectively.

The stipulation was entered among the Debtors, Midland Loan
Services, Inc., 450 Lex Private Limited and C Hotel Mezz Private
Limited, Metropolitan Life Insurance Company together with its
wholly-owned subsidiary MLIC Asset Holdings II LLC, Five Mile
Capital SPE B LLC, and the official committee of unsecured
creditors in the Debtors' cases.

The parties set a June 28, hearing on the requested extension.
Objections, if any, were due June 14.  Reply deadline is on
June 24, at 5:00 p.m. (prevailing Eastern Time).

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


MSR RESORT: Has Until Aug. 30 to Decide on Property Leases
----------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended until Aug. 30, 2011, MSR
Resort Golf Course LLC, et al.'s time to assume or reject
unexpired nonresidential real property leases.

The Debtors explained that they are restructuring their resort
management and branding agreements, and the treatment of the
operating leases is a key part of the process.  The Debtors add
that they are not yet in a position to make irrevocable decisions
as to assumption or rejection.

                        About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11 by
the Paulson and Winthrop joint venture affiliates.  MSR Resort
Golf Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on Feb. 1.
The resorts subject to the filings are Grand Wailea Resort and
Spa, Arizona Biltmore Resort and Spa, La Quinta Resort and Club
and PGA West, Doral Golf Resort and Spa, and Claremont Resort and
Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.


NEW ENTERPRISE: S&P Lowers CCR to 'B-' on Lower Liquidity
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pa.-based New Enterprise Stone & Lime Co. Inc. to 'B-'
from 'B+'. "At the same time we lowered the issue-level rating on
the company's $250 million in senior bonds due 2018 to 'B-' (the
same as the corporate credit rating) from 'B+'. The recovery
rating on the notes is '4', indicating our expectation of average
recovery (30% to 50%) for investors in the event of a default,
albeit at the very low end of that range. All ratings were removed
from CreditWatch, where they were placed with negative
implications on Feb. 28, 2011," S&P said.

"The downgrade reflects our assessment that NESL's liquidity could
be constrained and a breach in bank covenants could result if
earnings were to be lower than we expected over the next several
quarters," said Standard & Poor's credit analyst Thomas Nadramia.
"This is due to very narrow cushion under the recently amended
financial ratio covenants which govern the company's bank
revolving credit facility and term loans. Based on the company's
projected quarterly performance for fiscal 2012 ending February
29, a decline in estimated trailing 12 month EBITDAR of between 5%
and 8% could result in a violation in the covenants, which would
require the company to seek additional waivers or amendments. If
not achieved, this could lead to a default under the company's
credit facilities. As a result, we view the company's liquidity as
less than adequate."

"The negative outlook reflects our expectation that NESL's
operating environment is likely to remain difficult for the next
year given the lack of a new Federal highway bill and constrained
state budgets, which are the two largest sources of funding that
drive highway and bridge construction and repair that normally
constitutes about 50% to 60% of NESL's business," added
Mr. Nadramia. "We expect infrastructure activities to be flat in
NESL's markets in Pennsylvania, Western New York, and Maryland
based on remaining (American Recovery and Reinvestment Act)
stimulus funds to be spent in those states, the continuing short-
term extension of the highway bill at current spending levels, and
relatively flat state transportation budgets. In addition, we
expect residential and private commercial construction markets to
remain weak."

"Based on these assumptions, we estimate NESL's sales in fiscal
2012 to be flat to down slightly (low to mid single digits
percentage) versus fiscal 2011's level with EBITDA improving about
10% due to a better sales mix as more repair work and less new
construction benefit the company's higher margin aggregates
business at the expense of its low margin heavy construction
segment," S&P said.

The ratings on NESL reflect its highly leveraged financial risk
profile marked by high debt balances and less than adequate
liquidity. The ratings also reflect the company's weak business
risk profile stemming from limited geographic diversity and
significant exposure to the cyclical private commercial and
residential construction markets, adverse weather events, and
volatile energy costs. These factors are somewhat mitigated by a
strong market share in public works in Pennsylvania, which has
relatively stable funding sources for highway projects, and a
relatively large number of quarries and asphalt plants within its
markets.

The rating outlook is negative. "Although we expect end-market
demand for NESL's products to be relatively flat over the next
several quarters, EBITDAR generation could fall short of
projections if residential, commercial, and infrastructure
construction markets are weaker than we expect. In our view,
this may result in liquidity, defined as cash, availability under
the revolving credit facility, and cash flow from operations, that
may not be adequate to meet obligations without an additional
amendment or waiver to the company's credit facilities. Also, we
expect NESL's financial risk profile will remain highly leveraged,
with total adjusted debt/EBITDA of between 5.0x and 6.0x by the
end of fiscal 2012, assuming the company meets its sales and
earnings projections. We could take a negative rating action if
renewed price competition causes liquidity to narrow further, or
if a covenant violation occurs," S&P said.

"In our view, a positive rating action is unlikely in the near
term given still weak end markets. However, we could revise the
outlook to stable if NESL can alleviate the tightness under its
covenant such that cushion is maintained above 15%, either through
an amendment to its credit facilities or improved EBITDAR over the
next several quarters due to increased project wins and higher
profitability," S&P added.


NEXAIRA WIRELESS: Posts $927,800 Net Loss in Q2 Ended April 30
--------------------------------------------------------------
NexAira Wireless Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $927,819 on $247,558 of revenues for the
three months ended April 30, 2011, compared with a net loss of
$1.16 million on $525,053 of revenues for the same period of the
prior fiscal year.

The Company reporting a net loss of $1.85 million on $539,058 of
revenues for the six months ended April 30, 2011, compared with a
net loss of $2.31 million on $1.03 million of revenues for the
same period of the prior fiscal fiscal year.

The Company's balance sheet at April 30, 2011, showed
$1.53 million in total assets, $4.50 million in total liabilities,
all current, and a shareholders' deficit of $2.97 million.

As reported in the TCR on Feb. 3, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about Nexaira Wireless'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Oct. 31, 2010.  The independent
auditors noted that the Company has incurred losses from
operations and has negative cash flow from operations,
a working capital and a net capital deficit.

A copy of the Form 10-Q is available at http://is.gd/sa1zUJ

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.


NORTEL NETWORKS: Qwest Joins Objections to Google Sale
------------------------------------------------------
BankruptcyData.com reports that Qwest Corporation, on behalf of
itself and all of its affiliates, objects to Nortel Networks'
motion for orders (i) (a) authorizing the Company's entry into the
stalking horse asset sale agreement, (b) authorizing and approving
the bidding procedures and bid protections, (c) approving the
notice procedures and the assumption and assignment procedures,
(d) approving the license rejection procedures, (e) approving a
side agreement, (f) authorizing the filing of certain documents
under seal and (g) setting a date for the hearing and (ii)
authorizing and approving (a) the sale of certain patents and
related assets free and clear of all claims and interests (b) the
assumption and assignment of certain executory contracts, (c) the
rejection of certain patent licenses and (d) the license non-
assignment and non-renewal protections.

In its objection, Qwest cites the same arguments presented in
AT&T's previously-filed objection to the sale of patents free and
clear of all claims and interests.  In that objection, AT&T
asserts, "Nortel's patents cannot be sold "free and clear" of the
commitments Nortel made to standard determining organizations and
industry groups." Microsoft further petitioned the Court to file
to under seal portions of this sale objection and exhibit thereto,
and the Court scheduled a June 30, 2011 hearing to consider the
seal motion.

Microsoft Corp., computer maker Hewlett-Packard Co., AT&T, 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.  So
far, Nortel has raised $3.2 billion by selling its operations
as it prepares to wind up a two-year liquidation due to
insolvency.

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

In June 2011, Nortel will auction off its remaining patent
portfolio.  Google Inc. is the lead bidder with a $900 million
offer.


NORTHERN BERKSHIRE: Hospital to Close Absent Access to Collateral
-----------------------------------------------------------------
Northern Berkshire Healthcare, Inc., along with affiliates, sought
Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-31114) on
June 13, 2011.

Northern Berkshire is a non-profit healthcare corporation in
northern Berkshire County, Massachusetts.  Debtor-affiliate
Northern Adams Regional Hospital, Inc. operates North Adams
Regional Hospital, a full-service community hospital with 109 beds
and 12 bassinets located in North Adams, Massachusetts.   The
hospital is the only major medical facility and emergency care
facility in the region.  The next nearest hospitals are located in
Pittsfield, Massachusetts and Bennington, Vermont, over 21 and 18
miles away, respectively.

The Debtors are the second largest employer in Berkshire County,
with 600 employees in full and parttime positions.  NBH serves a
population of approximately 43,000.

Northern Berkshire estimated up to $10 million in assets and $50
million to $100 million in liabilities in its Chapter 11 petition.
North Adams estimated assets of $10 million to $50 million and
debts of $50 million to $100 million.

As of September 2010, the Debtors books showed, on a consolidated
basis, approximately $63 million in assets, including roughly
$35 million in property, plant, and equipment.  The Debtors owe
$43 million in principal under bonds issued by the Massachusetts
Development Finance Agency, Massachusetts Health and Educational
Facilities Authority and other parties.

Christopher L. Hickey, CFO, says, "The Debtors have been under
increasing financial distress for many years.  The primary factors
causing this distress are the Debtors' over-leveraged balance
sheet, combined with losses associated with the [Sweet Brook
Transitional Care & Living Centers, a 184-bed skilled nursing
facility, and Sweetwood Continuing Care Retirement Community]
prior to their sale, and the decline in the Debtors' revenues due
to national and local economic factors beyond their control. These
financial pressures have resulted in operational losses which
have, over time, significantly eroded the Debtors' available
working capital."

For fiscal year 2010, the Debtors recorded, on a consolidated
basis, revenues of approximately $68.5 million versus operating
expenses of $74.8 million.  The Debtors recorded a net loss of
approximately $14.2 million in fiscal year 2010 and $15.1 million
in fiscal year 2009, and net gains of $1.7 million and $767,000 in
fiscal years 2008 and 2007 respectively.

NARH has a defined benefit pension plan, the North Adams Regional
Hospital Retirement Income Plan, which the Debtors estimate is
underfunded by approximately $20.1 million as of Sept. 30, 2010.
The Debtors have determined that a distressed termination of the
Defined Benefit Plan, which has 696 participants, is necessary,
along with a significant reduction in the Debtors' long-term
secured debt obligations, for the Debtors to reorganize
successfully.

The Debtors negotiated terms of a Chapter 11 plan with
Nuveen Investments and certain of its affiliates (holders of
majority of the bonds) and ACA Financial Guaranty Corporation
(insurer of the bonds).  However, the parties did not come to
terms.

On June 9, 2011, the Debtors received a formal term sheet proposal
for a restructuring from Nuveen and ACA.  The term sheet provided
for a reorganization in bankruptcy through a plan process.  Once
again, the term sheet pressed an approach in which the full amount
of the Bonds would be reinstated, with debt service forgiveness
being provided for a period of time. The term sheet also provided
for a CRO that would have full authority over the chapter 11 plan
and budgeting and expenditure issues.  The term sheet also
provided for unsecured creditors to receive a five-year note in an
amount to be negotiated.  However, the Debtors say the terms
proposed were unworkable.

The Debtors said they commenced the Chapter 11 cases to "start the
process of moving forward to a resolution (whether consensual or
not) and to involve other necessary parties in the discussion,
such as the PBGC."

The Debtors currently have $4,592,365 in cash, which represents
16 days cash on hand, a critical level for an operating hospital.

The majority of the Debtors' assets are subject to liens, many of
which are under-secured, and the Debtors do not anticipate they
will be able to secure debtor in possession financing.

The Debtors are seeking permission from the bankruptcy court to
for the immediate use of cash collateral to maintain their medical
operations.  "Absent the use of cash collateral, the Debtors will
be forced to cease operations, destroying the Debtors' going-
concern value to the detriment of the Debtors, their estates, and
their creditors," Mr. Hickey says.


NORTHERN BERKSHIRE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Northern Berkshire Healthcare, Inc.
          fdba Northern Berkshire Health Systems, Inc.
        71 Hospital Avenue
        North Adams, MA 01247

Bankruptcy Case No.: 11-31114

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                              Case No.
        ------                              --------
North Adams Regional Hospital, Inc.         11-31115
Visiting Nurse Association & Hospice of
  Northern Berkshire, Inc.                  11-31116
Northern Berkshire Healthcare Physicians
  Group, Inc.                               11-31117
Northern Berkshire Realty, Inc.             11-31118

Chapter 11 Petition Date: June 13, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Henry J. Boroff

Debtor's Counsel: James Addison Wright, III, Esq.
                  ROPES & GRAY LLP
                  Prudential Tower
                  800 Boylston Street
                  Boston, MA 02199-3600
                  Tel: (617) 951-7168
                  Fax: (617) 235-9542
                  E-mail: james.wright@ropesgray.com

                         - and -

                  Steven T. Hoort, Esq.
                  ROPES & GRAY LLP
                  Prudential Tower
                  800 Boylston Street
                  Boston, MA 02199-3600
                  Tel: (617) 951-7000
                  Fax: (617) 951-7050
                  E-mail: Steven.Hoort@ropesgray.com

Debtor's
Financial
Advisors:         CARL MARKS ADVISORY GROUP LLC

Debtor's
Claims Agent:     GCG, INC.

Northern Berkshire's
Estimated Assets: $1,000,001 to $10,000,000

Northern Berkshire's
Estimated Debts: $50,000,001 to $100,000,000

North Adams'
Estimated Assets: $10,000,001 to $50,000,000

North Adams'
Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by William F. Frado, Jr., president.

Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
US Bank Corporate Trust Boston     Bond                $29,680,000
One Federal Street, 3rd Floor
Boston, MA 02110

Pension Benefit Guaranty           Pension             $20,801,189
Corporation
1200 K. Street NW
Washington, DC 200005-4026

Bank of New York Mellon Trust      Bond                $13,585,000
Co. N.A.
222 Berkeley Street, 2nd Floor
Boston, MA 02116-3748

Berkshire Health Systems           Note                 $1,855,832
725 North Street
Pittsfield, MA 01201

Wells Fargo Bank                   Swap                   $564,424
550 S. Tryon Street
Charlotte, NC 28202-4200

Depuy Orthopaedics, Inc.           Trade Debt             $308,590
P.O. BOX 988
700 Orthopedic Drive
Warsaw, IN 46581-0988

Williamstown Medical Associates    Note                   $266,130
197 Adams Road
Williamstown, MA 01267

Constellation New Energy, Inc.     Trade Debt             $173,232

Sodexho USA                        Trade Debt             $150,874

National Wound Care & Hyperbaric   Trade Debt             $145,315

Sound Physicians of Massachusetts  Trade Debt             $143,866

Owens and Minor 71004099           Trade Debt             $115,073

American Healthcare Services       Trade Debt             $106,303
Assoc.

Massachusetts Division of          Unemployment           $101,492
Unemployment Revenue               Insurance

FirstSource Solutions USA, LLC     Trade Debt              $95,414

Medical Information Technology,    Trade Debt              $94,811
Inc.

Philips Medical Capital            Trade Debt              $93,116

Linc Health, Inc.                  Trade Debt              $84,213

McKesson Drug Company              Trade Debt              $77,438

Specialty Laboratories, Inc.       Trade Debt              $73,016

Massachusetts Hospital Association Trade Debt              $72,461

Schwartz Hannum PC                 Professional Fees       $71,905

Healthcare Services Management,    Trade Debt              $70,051
Inc.

The Weissman Group                 Professional Fees       $63,132

Weatherby Locums, Inc.             Trade Debt              $60,206

City of North Adams                Contract                $55,937

Siemens Healthcare Diagnostics,    Trade Debt              $54,431
Inc.

Siemens Financial Services, Inc.   Trade Debt              $49,182

Blue Cross Blue Shield of          Trade Debt              $48,631
Massachusetts

Staff Care Inc.                    Trade Debt              $48,267


NORTHLAKE DEVELOPMENT: 5th Cir. Affirms Ruling on BankPlus Deeds
----------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit upheld the
district court's affirmance of the bankruptcy court's decision
that certain deeds that BankPlus held were legal nullities.

The panel certified a question to the Supreme Court of
Mississippi, and that court accepted the question.  According to
the Fifth Circuit, the case presents an important and
determinative question of Mississippi limited liability company
and property law for which there is no controlling Mississippi
Supreme Court precedent.

The Fifth Circuit certified this determinative question: "When a
minority member of a Mississippi limited liability company
prepares and executes, on behalf of the LLC, a deed to
substantially all of the LLC's real estate, in favor of another
LLC of which the same individual is the sole owner, without
authority to do so under the first LLC's operating agreement, is
the transfer of real property pursuant to the deed: (i) voidable,
such that it is subject to the intervening rights of a subsequent
bonafide purchaser for value and without notice, or (ii) void ab
initio, i.e., a legal nullity?"

Kinwood Capital Group, L.L.C., is a member-managed Mississippi
limited liability company formed for the purpose of purchasing and
developing an approximately 520-acre tract of land in Mississippi.
George Kiniyalocts owned 75% of Kinwood through a family limited
partnership he that controlled, and Michael Earwood, his attorney
and business partner, owned 25%.  Under Kinwood's Operating
Agreement, Mr. Kiniyalocts held veto power over any major asset
sale.

Mr. Earwood subsequently formed Northlake Development, L.L.C.,
with himself as sole owner and managing member.  Mr. Kiniyalocts
had no knowledge of Northlake.  On July 12, 2000, Mr. Earwood
signed, purportedly on behalf of Kinwood, a warranty deed
conveying the Property from Kinwood to Northlake.  He signed the
document as Kinwood's "Managing Member."  The Kinwood Deed was
recorded on August 7, 2000.  Before recording the deed, Mr.
Earwood approached BankPlus about borrowing money for Northlake
with the Property as collateral.  BankPlus agreed to lend
Northlake approximately $300,000. In return, Mr. Earwood, on
behalf of Northlake, executed a deed of trust to the Property in
favor of BankPlus. The BankPlus Deed pledged Northlake's interest
in the Property as collateral for the loan. BankPlus obtained a
title certificate to the Property from Mr. Earwood's two-person
law firm, signed by Mr. Earwood's law partner, on August 10, 2000.
Mr. Earwood put most and perhaps all of the BankPlus loan proceeds
to his personal use.

Northlake filed for Chapter 11 bankruptcy protection in August
2005.  Mr. Earwood signed the petition for Northlake and listed
the Property as a Northlake asset.  After a dismissal and a second
bankruptcy filing, the case was converted to a Chapter 7
bankruptcy and a trustee was appointed.  The bankruptcy court
found that Mr. Earwood had no authority to convey the Property
from Kinwood to Northlake and that, as a result, the Kinwood Deed
could not pass title of any kind.  The bankruptcy court entered
judgment for Kinwood, declared the Kinwood Deed and the BankPlus
Deed null and void, and required both to be cancelled in the land
records of Panola County.  BankPlus appealed.

The case is Kinwood Capital Group, L.L.C.; George Kiniyalocts,
Individually and as General Partner of Kiniyalocts Family Ptrs. I,
Ltd., Appellees, v. BankPlus, Appellant, No. 09-60743 (5th Cir.).

A copy of the Fifth Circuit's Per Curiam decision dated June 14,
2011, is available at http://is.gd/hD8zesfrom Leagle.com.  The
panel consists of Circuit Judges William Lockhart Garwood, Carl E.
Stewart, and Edit Brown Clement.

Northlake Development LLC in Ridgeland, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 06-01934)(Olack,
J.) on Sept. 14, 2006, represented by Robert B. Childers, Esq.
The Debtor previously filed for chapter 11 protection  (Bankr.
S.D. Miss. Case No. 05-04348)(Ellington, J.) on Aug. 18, 2005.
It estimated $1 million to $10 million in assets and $500,000 to
$1 million in debts.


O&G LEASING: Hires Summit Group Partners as Financial Advisor
-------------------------------------------------------------
O&G Leasing, LLC and Performance Drilling Company, LLC, ask for
authority from the U.S. Bankruptcy Court for the Southern District
of Mississippi to retain Summit Group Partners as financial
advisor.

SGP's principal, Kevin Lombardo, was previously associated with
General Capital Partners, which was previously employed by order
of the Court as the Debtors' financial advisors.

Mr. Lombardo was at all times the Debtors' primary contact and,
essentially, the only person with General Capital Partners
providing services and advice to the Debtors.

Mr. Lombardo is no longer with GCP, and is now employed as a
principal at SGP.   Because of this relationship with Mr. Lombardo
and his departure from GCP, the Debtors terminated their
relationship pursuant to the terms of their contract.

The Debtors seek to continue Mr. Lombardo's services, albeit on
different terms.

Mr. Lombardo is expected to provide the Debtors with most of the
services expected from SGP, and has agreed to perform these
services.  SGP will seek compensation at the hourly rate of
$250.00 per hour.

Jackson, Mississippi-based O&G Leasing, LLC, filed for Chapter 11
bankruptcy protection on May 21, 2010 (Bankr. S.D. Miss. Case No.
10-01851).  Douglas C. Noble, Esq., at McCraney Montagnet & Quin,
PLLC, assists the Company in its restructuring effort.  The
Company estimated $10 million to $50 million in assets and
$50 million to $100 million in liabilities.


PERKINS & MARIE: Sold Trademarks One Week Before Bankruptcy
-----------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Perkins & Marie Callender's Inc. attorney Mitchel
Perkiel, Esq., at Troutman Sanders LLP, told the Bankruptcy Court
at the first day hearing on Tuesday that the Debtors sold rights
to the Marie Callender's trademarks to ConAgra Foods Inc. for
$57.5 million last week.

According to DBR, Mr. Perkiel said the sale closed last week,
providing a "monetary kick-start" to a planned reorganization of a
$440 million debt load.  Mr. Perkiel also said proceeds of the
trademark sale went to pay down a top-level loan from a group led
by Wells Fargo & Co., which is offering to finance the bankruptcy.
Marie Callender's restaurants held on to a perpetual license to
use the trademarks, while the ConAgra sale bought time and room to
refinance.

              About Perkins & Marie Callender's Inc.

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.


PFG ASPENWALK: Plan Confirmation Hearing Scheduled for June 22
--------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on June 22, 2011, at
2:00 p.m., to consider confirmation of PFG AspenWalk, LLC's
Chapter 11 Plan filed on May 10.  Objections, if any, are due
seven days prior to the hearing.

Ballots accepting or rejecting the Plan is due five days prior to
the hearing.

As reported by the Troubled Company Reporter on March 30, 2011,
the Debtor delivered to the Court a plan of reorganization and
disclosure statement on March 15, 2011.  The Plan will be funded
by obtaining $9 million in new financing after the Debtor obtains
a final planned unit development approval from the Aspen City
Counsel.  The Debtor has received a letter of interest from
Kennedy Funding, Inc. for the new financing, wherein the potential
lender has proposed a $9 million loan subject to, among other
things, 55% loan to market value as determined by an appraiser
chosen by the potential lender.  The Plan provides that creditors
holding secured claims will receive the full amount of their
allowed secured claims with interest.  Creditors without security
interests have, under the Plan, a vested interest in the survival
of the Debtor and will receive 100% of their allowed claims
without interest.

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

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

A full-text copy of the Disclosure Statement, amended as of
May 10, is available for free at:

http://bankrupt.com/misc/PFGASPENWALK_disclosurestatement_amendmen
t.pdf

                       About PFG AspenWalk

Minneapolis, Minnesota-based PFG AspenWalk, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Minn. Case No. 10-47089) on
Sept. 23, 2010.  Robert T. Kugler, Esq., at Leonard Street &
Deinard P.A., assists the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $12,004,580 in
total assets and $7,535,608 in total liabilities as of the
Petition Date.


PHILADELPHIA NEWSPAPERS: Defamation Claims Released Under Plan
--------------------------------------------------------------
Chief Bankruptcy Judge Stephen Raslavich barred Richard P. Glunk,
M.D., Michelle Brodie, and Peter Quinn from prosecuting against
Philadelphia Media Network, Inc., and reporters Alfred Lubrano,
Julie Shaw, William Bender, Rita Giordano the state court actions
on account of Glunk et al.'s defamation claims against
Philadelphia Newspapers, LLC.  Philadelphia Media Network
purchased the Debtors' assets at an auction in 2010.

In October 2009, the Debtors' newspapers printed an article which
Dr. Glunk maintains defamed him. On June 22, 2010, the papers
printed an article which Ms. Brodie maintains defamed her.

Judge Raslavich held that the claims of Michelle Brodie and
Richard Glunk, M.D. were released pursuant to the terms of the
Debtors' Plan of Reorganization.  Likewise, those same claims were
not assumed by Philadelphia Media Network when it purchased the
Debtors' assets.

The third claimant, Peter Quinn, did not appear or otherwise
oppose the Motion.  Counsel for the Debtors informed the Court
that Mr. Quinn withdrew his claim.

Judge Raslavich directed the dismissal of these lawsuits:

     -- The civil action captioned Richard P. Glunk, M.D. v. Rita
Giordano, the Philadelphia Inquirer, and John and/or Jane Doe,
Civil Action No. 10-12069 pending in the Court of Common Pleas of
Chester County, Pennsylvania;

     -- The civil action captioned Peter D. Quinn v. Philadelphia
Media Holdings, LLC t/a Philadelphia Media Holdings, Philadelphia
Media Network, Inc. t/a Philadelphia Media Network, and Julie
Shaw, Civil Action No. 228, E-filing No. 101200228, pending in the
Court of Common Pleas of Philadelphia County, Pennsylvania; and

     -- The civil action captioned Michelle Brodie v. Philadelphia
Media Network, Inc. t/a Philadelphia Inquirer, Philadelphia Media
Holdings, LLC, and Alfred Lubrano, Civil Action No. 001107, E-
filing No. 101201217, pending in the Court of Common Pleas of
Philadelphia County, Pennsylvania.

A copy of Judge Raslavich's June 15, 2011 opinion is available at
http://is.gd/2zKWGLfrom Leagle.com.

Wally Zimolong, Esq. -- wally@sigmanandrochlin.com -- at SIGMAN &
ROCHLIN, LLC, in Philadelphia argue for Michelle Brodie.

Richard Glunk, MD, in Malvern, Pennsylvania, represented himself.

Leon Barson, Esq., and Nina Varughese, Esq. --
barsonl@pepperlaw.com and varughesen@pepperlaw.com -- at PEPPER
HAMILTON, LLP, in Philadelphia, argue for Philadelphia Media
Network.

                   About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 09-
11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors proposed a plan of reorganization which would sell
substantially all of their assets at an auction.  The Philadelphia
Media Network, which was formed by the Debtors' secured lenders,
acquired the Philadelphia Inquirer, the Daily News and Philly.com
for $105 million in cash.  The Court approved the sale and
confirmed a revised plan at a hearing on Sept. 30.

Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million.  The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union.  After another auction on Sept. 23, the lenders again
emerged as the winning bidder but with a lower offer.

The Plan became effective and the sale closed on Oct. 8, 2010.


PLATINUM ENERGY: Incurs $314,786 Net Loss in March 31 Quarter
-------------------------------------------------------------
Platinum Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q
reporting a net loss of $314,786 on $5.71 million of oil and gas
sales for the three months ended March 31, 2011, compared with a
net loss of $952,772 on $6.05 million of oil and gas sales for the
same period during the prior year.

The Company's balance sheet at March 31, 2011, showed $52.41
million in total assets, $23.34 million in total liabilities, not
subject to compromise, $5.10 million in total liabilities subject
to compromise, related to assets held for sale, and $23.96 million
total stockholders' equity.

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

                        http://is.gd/1gXvqT

                       About Platinum Energy

Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company.  The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories.  The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.

The Company reported reported a net loss of $5.13 million on
$20.40 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $32.02 million on $17.30 million
of oil and gas sales during the prior year.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2009.  The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.

The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through Sept. 30, 2010.  At
Sept. 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million.  The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt.  Also, the
Company has negative working capital of $8,168,992.  Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture.  Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.


PR WIRELESS: Moody's Assigns B2 Rating to US$71.5-Mil. Add-On
-------------------------------------------------------------
Moody's Investors Services assigned a B2 rating to PR Wireless,
Inc's proposed USD71.5 million add-on to the US$160 million
outstanding senior secured bank credit facility due in 2016.
Moody's also assigned a B2 Probability of Default Rating to the
add-on credit facility. The B2 rating on the US$15 million senior
secured revolving bank credit facility due in 2014 was affirmed.
The proceeds of the add-on, together with US$29.5 million in cash,
will be used mostly to reduce preferred equity but also to reduce
common equity. The ratings outlook was changed to negative from
stable.

RATINGS RATIONALE

The change in the rating outlook to negative from stable was based
on the fact that the proposed transaction will include a US$29.5
million reduction in PR Wireless' available cash, negatively
impacting the company's liquidity position for the next 12 months.
While the company's liquidity position will remain adequate, it
will be tighter after the proposed transaction and will allow for
limited operating flexibility, which is particularly worrisome in
a highly competitive telecom market such as that of Puerto Rico.
The fact that the revised financial covenants should provide room
for the company to raise additional debt is favorable to liquidity
management but could increase the company's financial leverage on
a sustained basis if not accompanied by a solid visibility of
higher EBITDA.

Moody's believes that the company's expected EBITDA for the
remaining of 2011 and full 2012 may not be enough to cover cash
outflows during the period, which include interest payments,
certain debt amortizations, working capital, taxes and capex.
However, the US$15 million revolver credit facility should suffice
to fill in the gap. In addition, the company's debt maturity
profile is still relatively comfortable since the vast majority of
total debt is composed of loans that mature in 2016. Moody's
believes that management will avoid paying dividends in amounts
that could jeopardize the company's liquidity profile or ability
to make committed payments and invest in growth capex as planned.

The increase in PR Wireless' financial leverage from the add-on
loan will not be significant enough to merit a ratings downgrade.
Moody's estimates that, in 2011, PR Wireless' financial leverage
will increase by about 10% from the agency's original expectations
for the year; such increase acceptable under the company's current
ratings. Moody's adjusted leverage reflects capitalized leases and
25% debt attribution to preferred stock.

Open Mobile's B2 ratings are principally based on its small
revenue size relative to its domestic and global peers as well as
on its small market share in Puerto Rico, estimated by the company
at 11% in 2010. The ratings are supported by solid operating
margins, although declining, and growing subscriber base despite
the current adverse economic environment in Puerto Rico. In 2010,
Open Mobile's subscriber base increased close to 13%. However,
operating margins fell as a result of higher handset subsidies
driven by increased competitive pressures. Moody's expects
competition to remain intense or increased further, especially as
the major carriers such as AT&T and America Movil work to expand
their service offerings in Puerto Rico.

When the company is able to rebuild its liquidity position to
levels before the proposed transaction, its ratings outlook could
be stabilized. In turn, considering the company's small size and
market share, a ratings upgrade would be merited if PR Wireless is
able to reduce its adjusted debt/EBITDA leverage to around 2.5
times and simultaneously grows operating margins and free cash
flow.

If PR Wireless' liquidity worsens, a ratings downgrade would
occur. Also, if the company is not able to grow revenues and its
operating metrics deteriorate due to a rise in costs, such that
the company's adjusted Debt/EBITDA leverage approaches 4 times,
and if its adjusted EBITDA-capex/interest expense ratio remains at
below 2 times for an extended period of time, the ratings would be
under downward pressure. In addition, shareholder payouts or
business expansion that will increase leverage and depress free
cash flow would adversely affect the ratings.

The principal methodology used in rating PR Wireless, Inc was the
Moody's Global Telecommunications Industry Methodology, published
December 2010.

Open Mobile is the fifth largest wireless service provider in
Puerto Rico. It is owned by the holding company PR Wireless, LLC
(incorporated in Delaware, U.S.), which in turn, is owned by M/C
Venture Partners (35%), Columbia Capital (35%) and Leap Wireless
(18%), among others. Open Mobile began operations in June 2007
after the bankruptcy and reorganization of its predecessor entity,
MoviStar, Inc. With approximately 11% subscriber market share as
of December 2010, in line with the previous year, Open Mobile
generated revenues of USD181 million and adjusted EBITDA of USD66
million in the last twelve months ended in March 31, 2011. Its
CDMA network, of which about 67% is EVDO enabled, has over 90%
licensed population coverage across Puerto Rico. The company's
subscribers are able to roam nationwide in the U.S. on Verizon,
Sprint and Leap Wireless' networks.


QUANTUM CORP: Reports $4.54 Million Net Income in Fiscal 2011
-------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K reporting net income of
$4.54 million on $672.27 million of total revenue for the year
ended March 31, 2011, compared with net income of $16.63 million
on $681.42 million of total revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $430.96
million in total assets, $492.07 million in total liabilities and
a $61.11 million total stockholders' deficit.

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

                        http://is.gd/3lIYzO

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM CORP: Acquires Pancetera Software for $12 Million
---------------------------------------------------------
Quantum Corp. has acquired Pancetera Software Inc., a privately
held company that has significantly reduced the complexity and
cost of managing and protecting data in virtual server
environments.  The $12 million transaction consisted of $8.4
million in cash and $3.6 million in Quantum common stock
(approximately 1.2 million shares), and is expected to be
accretive to operating profit by the end of the current fiscal
year.  The acquisition extends Quantum's technology leadership by
adding key assets for dramatically enhancing data management in
virtual environments.  Pancetera technology is already compatible
with Quantum's DXi disk backup and deduplication products, and the
company plans to further integrate the technology into its longer-
term roadmaps for both DXi and its StorNext(R) high-performance
file sharing and archive offerings.

"The Pancetera acquisition reflects Quantum's continued focus on
expanding our storage systems portfolio to provide greater value
to existing customers and also reach a broader customer base,"
said Jon Gacek, CEO of Quantum.  "Together with our DXi
deduplication and replication appliances, Pancetera's technology
allows Quantum to offer higher performance, easier-to-use, and
more cost-effective solutions for managing and protecting data in
virtual environments.  We also are excited about the addition of a
very talented Pancetera team, which will help us accelerate our
development of new and unique DXi and StorNext solutions for
meeting customers' evolving needs in these environments."

Server virtualization provides significant economic and
flexibility benefits to customers, which is why it is a top IT
spending priority.  However, virtualization has created challenges
in data storage, across both primary storage and backup (four out
of five IT managers reported difficulties backing up virtualized
environments in a survey Quantum conducted last year).  Virtual
machines contain large amounts of redundant data, and most backup
applications store this data many times over, consuming storage
and server resources, extending backup windows and consuming
network bandwidth.  In addition, virtual server environments tend
to be 24x7 operations, so allocating time and resources for backup
and recovery is a key administrative challenge.  Finally, IT
departments struggle to find simple, cost-effective solutions for
protecting remote sites and delivering disaster recovery across
locations.

The combination of Pancetera's technology and Quantum's DXi
appliances addresses the data storage challenges in virtual
environments, enabling customers to protect data more efficiently
and cost effectively through either their existing datacenter
backup applications or the deployment of easy-to-use solutions for
remote sites or small offices:

   * Managing redundant data - Together, Pancetera virtual
     appliance technology and DXi deduplication find redundant
     data within VMs, dramatically reducing the amount of storage
     and network resources required for local and remote backup.

   * Allocating time for backup and recovery - Pancetera's
     technology adds intelligence about the VM files and presents
     a simple file system view of the customer's virtual
     environment, enabling backup to occur during office hours and
     minimizing the proliferation of backup agents throughout the
     virtual infrastructure.  The technology also further
     simplifies the recovery process, both for single files and
     for complete disaster recovery.

   * Protecting remote sites - Quantum will deliver simple, easy-
     to-manage solutions that combine the power of Pancetera
     technology and DXi deduplication and replication.  Customers
     will be able to deploy turnkey solutions at remote sites and
     replicate to datacenters or other central locations.

While virtualization has been broadly adopted for simpler, lower
performance application servers, customers struggle to leverage
virtualization beyond this because of a gap in available solutions
that provide cost-effective, efficient storage to serve more
demanding or complex applications.  Beyond backup, the high
performance and scalability capabilities of StorNext combined with
Pancetera's file intelligence will allow Quantum to create a
family of storage products that deliver unique value to customers
deploying virtualization across all their applications.

The acquisition also adds significant virtualization and storage
management expertise to Quantum.  Nearly all the Pancetera
employees have joined the company, including co-founders Mitch
Haile (CTO and VP, Product Management) and Greg Wade (VP,
Engineering), as well as CEO Henrik Rosendahl.  These three senior
leaders also have broad industry experience, having previously
served at companies including VMware, Data Domain and Legato
Systems.

The acquisition of Pancetera supports Quantum's goal of driving
increased total revenue, and the company expects it to contribute
to fiscal 2012 revenue growth by broadening the company's DXi
solution set.  The transaction is anticipated to increase
Quantum's quarterly non-GAAP expenses by approximately $1 million,
primarily in research and development.  By the end of fiscal 2012,
the company expects the acquisition to be accretive to operating
profit.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at March 31, 2011, showed $430.96
million in total assets, $492.07 million in total liabilities and
a $61.11 million total stockholders' deficit.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


RASER TECHNOLOGIES: Shareholder Wants Ch. 11 Trustee Appointed
--------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that a Raser
Technologies Inc. shareholder on Wednesday asked a Delaware
bankruptcy court to appoint a trustee in the Chapter 11
proceedings for the geothermal energy company in order to
investigate allegations of securities fraud committed by company
financiers and executives.

                      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.


REID PARK: Has Court OK to Use WBCMT Cash Collateral Until July 12
------------------------------------------------------------------
On June 7, 2011, the U.S. Bankruptcy Court for the District of
Arizona granted Reid Park Properties LLC authorization to use cash
collateral presently subject to senior security interests, liens,
mortgages and rights of setoff of WBCMT 2007-C31 South Alvernon
Way, LLC, until 5:00 p.m. PST on July 12, 2011, to pay its
operating and other expenses necessary to preserve its assets and
continue the Hotel's operation.  Debtor will use cash collateral
only in accordance with a budget, prorated for the month of July,
with a permitted 10% deviation of each line item, and in
compliance with the other terms of the interim order.

As of the Petition Date, Debtor was indebted to Lender in the
original principal amount of $30,017,576, secured by all or
substantially all of the Debtor's assets, including the Hotel.

As adequate protection, Lender is granted a continuing lien and
security interests in all assets and property of the Debtor and
the Estate, whether now existing or hereafter acquired or arising,
and all proceeds, rents, products or profits thereafter
(collectively the "Postpetition Collateral").

A further hearing on Debtor's use of cash collateral will be held
on July 12, 2011, at 9:00 a.m.  Objections to the further use of
cash collateral will be filed on or before July 1, 2011.

A copy of the interim cash collateral order is available at:

http://bankrupt.com/misc/reidpark.interimcashcollateralorder.pdf

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alvernon Way in Tucson, Arizona.  The
nine-story property has 287 rooms.  It was purchased for $31.8
million in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  Eric Slocum Parks, Esq., at Eric Slocum Sparks PC, in
Tucson, Ariz., represents the Debtor as counsel.


REID PARK: WBCMT Lender Wants Hanson Stripped of Control
--------------------------------------------------------
WBCMT 2007-C31 South Alvernon Way, LLC, by and through LNR
Partners, LLC, its special servicer, said in court papers that it
opposes the continued management of Reid Park Properties, LLC,
hotel property by Michael Hanson, the majority owner of Reid Park
Properties Manager, Inc., which is the managing member of the
Debtor, or any of his affiliated companies, especially in light of
allegations raised in Mr. Hanson's other cases and certain
revelations contained in the Debtor's Schedules.

The Lender made this statement in its objection to the Debtor's
use of cash collateral.  The Lender pointed out that the Debtor's
case is the latest in a string of bankruptcy filings by Mr. Hanson
and entities that he controls, including his personal Chapter 11
bankruptcy case -- which he filed with his wife and is represented
by the same counsel that represents the Debtor -- and cases
involving the Westin La Paloma Resort, the Westin Hilton Head
Resort and the Embassy Suites Tucson.  The Lender noted that
numerous of Mr. Hanson's other projects are currently in default
on their loans and are expected to file for bankruptcy in the very
near future.  The Lender asserted that Mr. Hanson's method of
operation in the Debtor's case -- as in the others -- is to obtain
a low-ball appraisal and then propose below-market treatment of
the secured lender's claim while asserting that some unnamed
sources will contribute insufficient new value.

The Lender said it intends to vigorously oppose the Debtor's plan
and its alleged valuation of the Hotel.

Mr. Hanson has a controlling interest in the La Paloma Resort
located in Tucson, Arizona and the Hilton Head Resort located in
Hilton Head, South Carolina.  In November 2010, the La Paloma and
Hilton Head resorts filed for Chapter 11 bankruptcy protection
(Bankr. D. Ariz. Case No. 10-37134).  According to the Lender,
recent filings in the Transwest Bankruptcy Case expose how Mr.
Hanson has misused assets under his control for his personal
benefit, resulting in a severe decline in the value of these
resorts.  For example, Mr. Hanson charged more than $2.2 million
in so-called "owner's expenses" to the La Paloma resort while at
the same time neglecting to authorize needed capital improvements.

Mr. Hanson also has a controlling interest in the Embassy Suites
hotel in Tucson, Arizona, which filed for chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-03042) in February 2011.
The Lender said pleadings filed in the Embassy Suites Bankruptcy
Case reveal how Mr. Hanson's failure to adequately maintain the
Embassy Suites property has caused Hilton Hotels Corporation to
notify the hotel that it will not renew or extend its franchise
license agreement when it expires in 2013.

Mr. Hanson and his wife filed for personal bankruptcy protection
(Bankr. D. Ariz. Case No. 11-03553) in February 2011.  Allegations
made in the Hanson Bankruptcy Case show how Mr. Hanson funneled
$12 million in loan proceeds through the Embassy Suites property
to purchase a separate apartment complex, which was subsequently
refinanced with the proceeds distributed to Hanson personally.
Mr. Hanson also caused other companies under his control to make
loans to fund extravagant personal purchases, such as an $80,000
Porsche automobile, without ever repaying those loans.

Mr. Hanson directed many of his hotel properties to discontinue
debt service payments to their lenders while continuing to pay
monthly management fees to Mr. Hanson's management company.

As a result of Mr. Hanson's misconduct, numerous parties have
moved for dismissal or for relief from the automatic stay in these
bankruptcy cases.

In the Hanson Bankruptcy Case, at least one party has requested
the appointment of an examiner to investigate the extent of Mr.
Hanson's wrongdoings. In short, Mr. Hanson has a long record of
mismanagement with respect to his real estate investments.

Lender intends to pursue Rule 2004 discovery in the case to
determine further his actions with respect to the Hotel.

The Lender said it understands that a Hotel needs cash to function
and that continued operation of the Hotel is in the best interests
of the Debtor's estate. Consequently, it does not oppose entry of
an order authorizing the Debtor's use of cash collateral on an
emergency basis.  However, it refutes the Debtor's request for
unfettered use of cash collateral.  The Lender wants the Debtor to
provide a weekly cash-based budget for the Debtor's proposed use
of cash collateral on an interim basis.

The Lender further requests that the Court prohibit the Debtor
from paying any insiders or insider-affiliated entities during
this interim period.  Those insider entities, according to the
lender, include (a) Mr. Hanson; (b) Randall Dix; (c) Transwest
Properties, Inc., which the Debtor's Schedules reveal received
$480,283.58 over the last eight months; (d) Transwest Partners,
LLC, which the Debtor's Schedules reveal received $38,000 within
the past year; and (e) Fortune Consulting & Management, LLC, which
the Debtor's Schedules reveal shares an address with the Transwest
entities and received $60,939.96 over the paid two-and-a-half
months.

Mr. Hanson executed Lender's loan documents on behalf of the
Debtor.

Attorneys for WBCMT 2007-C31 South Alvernon Way LLC are:

          Richard M. Lorenzen, Esq.
          PERKINS COIE LLP
          2901 N. Central Avenue, Suite 2000
          Phoenix, AZ 85012-2788
          Telephone: 602-351-8000
          Facsimile: 602-648-7000
          E-mail: RLorenzen@perkinscoie.com

          -- and --

          David M. Neff, Esq.
          Eric E. Walker, Esq.
          PERKINS COIE LLP
          131 S. Dearborn Street, Suite 1700
          Chicago, IL 60603-5559
          Telephone: 312-324-8400
          Facsimile: 312-324-9400
          E-mail: dneff@perkinscoie.com
                  ewalker@perkinscoie.com

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alvernon Way in Tucson, Arizona.  The
nine-story property has 287 rooms. It was purchased for $31.8
million in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

Reid Park is asking the Bankruptcy Court to schedule a hearing to
determine the valuation of its hotel.  The Debtor believes the
property is worth $13.5 million.  Wachovia/Wells Fargo is owed
$26.3 million on a first mortgage and $3.7 million on a second
mortgage.


REOSTAR ENERGY: Plan Filing Period Extended to June 30
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
extended to June 30, 2011, the exclusive period by which ReoStar
Energy Corporation, et al., are entitled to file a plan of
reorganization and disclosure statement in the cases.  Debtors are
also granted continued use of cash collateral of BT and MK Energy
and Commodities, LLC, until June 30, 2011.

Debtors were directed to convene an auction of assets in the event
they doe not file a plan of reorganization and disclosure
statement by June 30, 2011.

BTMK is represented by:

     David S. Elder, Esq.
     GARDERE WYNNE SEWELL LLP
     1000 Louisiana, Suite 3400
     Houston, TX 77002

A copy of the extension order is available at:

  http://bankrupt.com/misc/reostar.exclusivityextensionorder.pdf

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., Arthur A. Stewart, Esq.,
and Perry J. Cockerell, Esq., at Cantey Hanger LLP, in Dallas,
represent the Debtors in their restructuring efforts.  Greenberg
Taurig, LLP, serves as special corporate/securities counsel.
Reostar Energy disclosed $15,335,337 in assets and $16,391,412 in
liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


REXAIR HOLDINGS: Moody's Withdraws 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Rexair LLC,
including the B1 Corporate Family Rating.

RATINGS RATIONALE

The credit rating has been withdrawn because Moody's Investors
Service believes it has insufficient or otherwise inadequate
information to support the maintenance of the credit rating.

These ratings and outlook were withdrawn:

Rexair LLC

   -- Senior Secured Bank Credit Facility, B1 (LGD3, 44%)

Rexair Holdings, Inc.

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

   -- Outlook, negative

Based in Troy, Michigan, Rexair LLC is the operating subsidiary of
Rexair Holdings, Inc. The company manufactures and distributes the
Rainbow Cleaning System, a premium vacuum cleaner. Net sales
approximated $107 million during the fiscal year ended October 2,
2010.


RITE AID: Suspends Filing of Reports Under 401(k) Plans
-------------------------------------------------------
Rite Aid Corporation filed a Form 15 notifying of its suspension
of its duty under Section 15(d) to file reports required by
Section 13(a) of the Securities Exchange Act of 1934 with respect
to the Rite Aid Services, LLC, 401(k) Plan, Rite Aid 401(k)
Distribution Employees Savings Plan and The Rite Aid 401(k) Plan.
There were less than 300 holders of record as of June 14, 2011.

Rite Aid also filed a Post-Effective Amendment No. 1 to deregister
certain securities originally registered by Registration Statement
on Form S-8.  The Registration Statement registered 8,060,000
shares of common stock, par value $1.00 per share, that may be
issued and sold under the Rite Aid Services, L.L.C., 401(k) Plan,
the Rite Aid 401(k) Distribution Employees Savings Plan, and The
Rite Aid 401(k) Plan, and interests in the Plans to be offered or
sold pursuant to the Plans.

In November 2010, all of the shares of common stock in the Plans
were liquidated and no new shares of Common Stock have been issued
under the Plans.  The Post-Effective Amendment terminates the
offering of all securities pursuant to the Registration Statement.

                          About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $555.42 million on $25.21 billion
of revenue for the year ended Feb. 26, 2011, compared with a net
loss of $506.67 million on $25.67 billion of revenue for the year
ended Feb. 27, 2010.

The Company's balance sheet at Feb. 26, 2011, showed $7.55 billion
in total assets, $9.76 billion in total liabilities and a $2.21
billion total stockholders' deficit.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


ROCK & REPUBLIC: Founder Denies Liquidating Trustee's Charges
-------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Rock & Republic founder Michael Ball denied
accusations by the trustee charged with liquidating the remainder
of Rock & Republic's merchandise of interfering with that process.

DBR notes that a few weeks ago, Mr. Ball and another Rock &
Republic veteran were working to launch a new brand called
"Ronan."  The venture was to focus on denim, sportswear and
footwear, according to Women's Wear Daily.

But in an interview Tuesday, according to DBR, Mr. Ball said the
business the trustee was referring to is dead.  "I shut that thing
down three weeks ago. There is no other company," he said. "That's
kind of how out of touch these guys are."

DBR relates Mr. Ball said he has a new venture in the works.  He
declined to share any details but indicated that it has nothing to
do with high-end denim or with anything in the apparel realm, for
that matter.

According to DBR, Robert Hirsh, Esq., an attorney with Arent Fox
LLP that represents the liquidating trust, said Tuesday he doesn't
know or care whether Ronan is really shut down, and that Mr.
Ball's statements don't have any bearing on the motion, which
seeks to force Mr. Ball to stop interfering with the wind-down
process and return valuable assets -- like a 1965 Ford Mustang and
a 2006 Aston Martin -- that the former officer is allegedly
holding on to.  Mr. Ball claims he's already returned the
vehicles.

                     About Rock & Republic

Rock & Republic Enterprises, Inc., was a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, was the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
served as the Debtors' Forensic Accountants.  Donlin Recano served
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors was represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.

In December 2010, VF Corporation, Rock and Republic and The
Official Committee of Unsecured Creditors executed an asset
purchase agreement for VF to acquire the trademarks and
intellectual property -- but not the business operations or retail
stores -- of Rock and Republic.  VF is a global leader in branded
lifestyle apparel with more than 30 brands, including Wrangler(R),
The North Face(R), Lee(R), Vans(R), Nautica(R), 7 For All
Mankind(R), Eagle Creek(R), Eastpak(R), Ella Moss(R), JanSport(R),
lucy(R), John Varvatos(R), Kipling(R), Majestic(R), Napapijri(R),
Red Kap(R), Reef(R), Riders(R)and Splendid(R).

Subsequently, the Debtors, the Committee and VF proposed a plan of
liquidation for Rock & Republic predicated upon the VF deal.  VF
agreed to purchase the Debtors' IP assets for $57 million.  The
inventory, stores and other assets that VF did not buy were
transferred to a liquidating trust under the plan.

On March 23, 2011, the Bankruptcy Court entered an order
confirming the Amended Joint Consolidated Joint Chapter 11 Plan
for Rock & Republic and Triple R.  The Plan became effective on
March 30 and David K. Gottlieb was appointed as the Liquidating
Trust Administrator.


RUTHERFORD CONSTRUCTION: U.S. Trustee Objects to Motley's Auctions
------------------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, asks the U.S.
Bankruptcy Court for the Western District of Virginia to deny
Rutherford Construction, Inc.'s request to employ Motley's
Auctions, Inc. as auctioneer.

Motley's will sell by auction certain parcels of the Debtor's
real estate consisting of townhouse homes, unimproved developed
and partially developed single family dwelling house lots and
unimproved acreage tracts.

In the Debtor's motion, Motley's will receive a fee and a $10% of
the bid as buyers premium to any third party bids consummated by
sales for conducting an auction and for expenses for advertising.

Motley's will pay unto Rutherford Real Estate, Inc., an assisting
broker/agent's commission of 3% of the amount of any bid by a
third party that is consummated by a sale.

The U.S. Trustee explains that Motley cannot meet the standards
for employment because:

   -- the motion provided for Motley's to pay unto Rutherford Real
      Estate, Inc., a Virginia real estate company as assisting
      broker/agent's commission of 3% of the amount of any bid by
      a third party that is consummated by a sale.  On information
      and belief, Rutherford Real Estate, Inc. is owned by the
      principals of the Debtor.

   -- the motion silent as to whether the other auctioneer firms
      offered a payment to an entity controlled by the Debtor or
      such payment was requested.

The U.S. Trustee is represented by:

         Margaret K. Garber, Esq.
         Office of the U.S. Trustee
         210 First Street, Suite 505
         Roanoke, Virginia 24011
         Tel: (540) 857-2806

                About Rutherford Construction, Inc.

Fishersville, Virginia-based, Rutherford Construction, Inc., filed
for Chapter 11 protection (Bankr. W.D. Va. Case No. 11-50346) on
March 15, 2011.   George I. Vogel, II, Esq., at Vogel & Cromwell
represents the Debtor in its restructuring effort.  The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
of the Chapter 11 filing.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three members to the official committee of unsecured creditors in
the Debtor's cases.


SBARRO INC: Seeks Court Approval for Employee Bonus Plan
--------------------------------------------------------
BankruptcyData.com reports that Sbarro Inc . filed with the U.S.
Bankruptcy Court a motion for an order authorizing the Debtors to
implement an employee bonus plan for certain non-insider employees
who the Debtors have determined are necessary to their
reorganization efforts.  BData says the plan calls for incentive
payments in an aggregate amount not to exceed $500,000 to a
maximum of 100 employees.  The first proposed payment under the
plan is scheduled for July 31, 2011.

The Court scheduled a June 28, 2011 hearing on the matter.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  According to its schedules, the Debtor disclosed
$51,537,899 in total assets and $460,975,646 in total debts.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SCOVILL FASTENERS: $17MM Asset Sale A Setback to Class Plaintiffs
-----------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Scovill Fasteners Inc.'s court-approved bankruptcy
sale last week -- a roughly $17 million deal with an affiliate of
Los Angeles-based investment giant Gores Group -- represents a
setback for companies suing the Debtors.

Pre-bankruptcy, Scovill Fasteners was defending itself against
American apparel companies that accused it of conspiring with
industry giants YKK Group, Coats PLC and William Prym GmbH & Co.
to inflate the price of their clothing closures, buttons and
snaps.  DBR recounts that, for three years, Scovill Fasteners has
fought off a proposed class-action lawsuit -- which recently
caught a bankruptcy-related snag -- that alleges the company
revealed its pricing and marketing strategy to its competitors "as
part of an on-going, international conspiracy of decades-long
duration," according to court documents filed with the U.S.
District Court in Philadelphia.  DBR relates the court documents
said Scovill Fasteners' open dialogue forced companies further
down the retail-supply chain to buy fasteners "at prices that were
artificially higher than they would have been absent the
conspiracy."

DBR notes the lawsuit portrays the defendants as desperate to
inflate their U.S. sales figures while manufacturing operations
gradually slipped overseas.  That decline should have led fastener
prices to drop when they rose instead, the plaintiffs said in
their complaint.  The lawsuit doesn't list how much money the
apparel companies are trying to reclaim in damages.

DBR further relates Scovill Fasteners defended itself in late
October, saying there's a big difference between sharing industry
information with other market leaders and illegally conspiring to
fix prices.  It joined other defendants in asking Judge R. Barclay
Surrick to throw out the case.

According to DBR, unsecured creditors had complained before the
sale that the Gores affiliate's bid was so low that there'd be
little money for them to recover from that estate.

DBR also relates an attorney for the plaintiffs declined to
comment on whether the sale will affect the legal strategy behind
the antitrust litigation, which heavily references a 2007 European
Commission decision to fine the defendants a total of EUR328
million ($465.7 million) for operating a worldwide fastener
cartel.  A Scovill entity was fined about EUR6 million in the
matter, which claimed that that the groups carefully coordinated
price increases, according to a European Commission press release.

                       About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

An Official Committee of Unsecured Creditors was appointed in the
case.  The Committee is represented by Greenberg Traurig, LLP, as
its counsel.


SENSATA TECHNOLOGIES: Suspending Filing of Reports with SEC
-----------------------------------------------------------
Sensata Technologies BV filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its 8% Senior Notes due 2014, 9% Senior
Subordinated Notes due 2016 and 11.25% Senior Subordinated Notes
due 2014.  There are no holders of record as of June 14, 2011.

                           About Sensata

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- Sensata Technologies B.V. is a global
designer, manufacturer, and marketer of customized and highly-
engineered sensors and control products.  Sensata is a wholly-
owned subsidiary of Sensata Technologies Holding, N.V.  Its
sensors segment accounts for approximately 60% of the company's
2009 revenues, and supplies sensors and transducers to the
commercial, industrial and automotive markets.  Revenue for the
LTM period ended 9/30/10 approximated $1.5 billion.

The Company's balance sheet at March 31, 2011, showed $3.39
billion in total assets, $2.49 billion in total liabilities, and
$895.09 million in total shareholders' equity.

                          *     *     *

In October 2010, Moody's Investors Service said that Sensata
Technologies' 'B2' Corporate Family Rating and positive outlook
remain unchanged following the announcement of its public holding
company, Sensata Technologies Holding N.V., that it has reached a
definitive agreement to acquire the "Automotive on Board" sensors
business of Honeywell International for $140 million in cash.

Moody's last rating action on Sensata was Aug. 26, 2010, when
the company's Corporate Family and Probability of Default ratings
were upgraded to B2 from B3 and the ratings outlook was changed to
positive.

As reported by the TCR on March 1, 2011, Standard & Poor's Ratings
Services raised the ratings on sensors and controls manufacturer
Sensata Technologies B.V., including the corporate credit rating,
to 'BB-' from 'B+'.  The outlook is stable.  "The rating actions
reflect further improvements in Sensata's credit measures and the
continuing ownership reduction of its majority owner, private
equity firm Bain Capital, which S&P believes provides further
indication that the company is likely to maintain a less-
aggressive financial policy," said Standard & Poor's credit
analyst Dan Picciotto.  "S&P believes operating trends for 2011
remain favorable and that the company has demonstrated good
profitability through the economic downturn and into the upturn."


SOUTH BAY PROPERTIES: Court Declares Bayside Mortgage Valid
-----------------------------------------------------------
South Bay Properties, LLC, v. Bayside Property, Inc., Bonnie N.
Charlton, and Ronald L. Charlton, Adv. Proc. No. 10-00236 (Bankr.
E.D.N.C.), contends that a mortgage executed and delivered by
South Bay to the defendants is invalid, a nullity, and
unenforceable due to a discrepancy in the dates of the mortgage
and the promissory note it purportedly secures.  The defendants
seek dismissal of the complaint, arguing that applicable South
Carolina state law would not require that the mortgage be deemed
invalid, and that South Bay should not be allowed to escape the
mortgage due to a simple drafting error by South Bay's own
attorney.

In a June 15, 2011 Order, Bankruptcy Judge Stephani W.
Humrickhouse sided with the defendants, holding that under the
laws of South Carolina, the mortgage would not be found void or a
nullity.  Because that conclusion is dispositive of South Bay's
effort to avoid the mortgage under 11 U.S.C. Sec. 544(a), the
Court denied South Bay's motion for summary judgment, entered
summary judgment in favor of the defendants, and dismiss the
adversary proceeding.  A copy of Judge Humrickhouse's decision is
available at http://is.gd/1kwNVZfrom Leagle.com.

South Bay Properties, LLC, formerly Winyah Bay Properties, LLC,
filed for Chapter 11 protection on June 18, 2010 (Bankr. E.D. N.C.
Case No. 10-04922).  Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., in New Bern, North Carolina, represents the Debtor.
In its schedules, the Debtor disclosed assets of $6,000,000 and
debts of $10,860,734 as of the Petition Date.


SOUTHWEST GEORGIA: Wants Plan Excluslivity Until Sept. 1
--------------------------------------------------------
Southwest Georgia Ethanol LLC, asks the U.S. Bankruptcy Court for
the Middle District of Florida to extend its exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Sept. 1, 2011, and Nov. 1, respectively.

The Debtor needs more time to negotiate and prepare adequate
information.  The Debtor has also commenced substantial additional
exchanges of information and negotiations with secured  lenders,
the Official Committee of Unsecured Creditors, and parties-in-
interest in the case.

The Debtor adds that its financial advisors have engaged in
preliminary analyses supporting its prospects for a successful
reorganization.

                   About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Since 2008, at least 11 ethanol-related companies have sought
court protection, including VeraSun Energy Corp., once the second-
largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and
White Energy Holding Co.


SPANISH BROADCASTING: Tomasello, et al., Hold 7.50% Equity Stake
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Attiva Capital Partners Ltd. disclosed that it owns
33,400 shares of Class A Common Stock, the Complejo Metalurgico de
Cumana owns 32,700 shares of Class A Common Stock, the Antonio
Tomasello owns 3,538,067 shares of Class A Common Stock and the
David Tomasello owns 86,568 shares of Class A Common Stock.  In
the aggregate, this represents 3,690,735 shares of the Company's
Class A Common Stock, which is approximately 7.502% of the total
shares of the Company's Class A Common Stock calculated in
accordance with Rule 13d-3 promulgated under the Securities Act of
1934.  A full-text copy of the filing is available for free at
http://is.gd/cyBrXR

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company reported net income of $15.04 million on $136.12
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $13.78 million on $139.39 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$476.63 million in total assets, $434.87 million in total
liabilities, $92.35 million in cumulative exchangeable redeemable
preferred stock, and a $50.58 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


STATEWIDE INC: Penguin Windows to Shut Down Operations
------------------------------------------------------
Aaron Corvin at The Columbian reports that Penguin Windows will
shut down by the end of October, its president said Tuesday.
Company president Donnie McMillan said Penguin will operate
through Oct. 31 and will honor all of its outstanding contracts
with customers, according to the report.

The Columbian says news that Penguin will shutter its operation
came after the state Employment Security Department said in
February the Company had laid off 160 workers in Mukilteo,
Lynnwood and Lakewood, would lay off 50 more by March 14 and that
it would lay off 156 workers in Vancouver sometime later.

Mr. McMillan said Penguin stopped doing business in Vancouver more
than two months ago.  Asked what prompted the company to shut
down, McMillan said there were "lots of reasons" but declined to
elaborate.

In March 2010, Mukilteo-based Penguin reached a settlement with
the Washington Attorney General's Office over a complaint the
state's chief legal office made against it.  That complaint
alleged the company misrepresented its products, making false
claims about the energy savings customers would achieve and
misleading consumers into thinking that the in-home appointments
they set up with Penguin were something other than sales calls.

Mukilteo, Washington-based Statewide, Inc., doing business as
Penguin Windows, filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 11-12100) on Feb. 25, 2011, in Seattle.  Shelly Crocker,
Esq., at Crocker Law Group PLLC, in Seattle, serves as counsel to
the Debtor.  In its schedules, the Debtor the disclosed assets of
and liabilities of $1,000,001 to $10,000,000 as of the Chapter 11
filing.


STATION CASINOS: GVR Committee Taps Brown Rudnick as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Green Valley Ranch Gaming, LLC, seeks the
Bankruptcy Court's authority to retain Brown Rudnick LLP as its
co-counsel, nunc pro tunc May 2, 2011.

As co-counsel, Brown Rudnick will:

  a. assist and advise the Committee in its discussions with GVR
     and other parties-in-interest regarding the overall
     administration of the case;

  b. represent the Committee at hearings to be held before the
     Court and communicating with the Committee regarding the
     matters heard and the issues raised as well as the
     decisions and considerations of the Court;

  c. assist and advise the Committee in its examination and
     analysis of the conduct of GVR's affairs;

  d. review and analyze pleadings, Orders, schedules, and other
     documents filed and to be filed with the Court by
     interested parties in these cases; advising the Committee
     as to the necessity, propriety, and impact of the foregoing
     upon this case; and consenting or objecting to pleadings or
     Orders on behalf of the Committee, as appropriate;

  e. assist the Committee in preparing applications, motions,
     memoranda, proposed Orders, and other pleadings as may be
     required in support of positions taken by the Committee,
     including all trial preparation as may be necessary;

  f. confer with the professionals retained by GVR and other
     parties-in-interest, as well as with other professionals as
     may be selected and employed by the Committee;

  g. coordinate the receipt and dissemination of information
     prepared by and received from GVR's professionals, as well
     as information as may be received from professionals
     engaged by the Committee or other parties-in-interest in
     these cases;

  h. participate in examinations of GVR and other witnesses as
     may be necessary in order to analyze and determine, among
     other things, GVR's assets and financial condition, whether
     GVR has made any avoidable transfers of property, or
     whether causes of action exist on behalf of the GVR's
     estate; and

  i. assist the Official Committee generally in performing other
     services as may be desirable or required for the discharge
     of the Committee's duties pursuant to Section 1103 of the
     Bankruptcy Code.

Brown Rudnick will be paid according to its hourly professional
rates:

   Attorney            $310 to $995
   Paraprofessional    $100 to $295

It is anticipated that the lead Brown Rudnick attorneys who will
represent the Committee are:

  Robert J. Stark, Esq.           $960 per hour
  Jeremy B. Coffey, Esq.          $740 per hour
  Howard S. Steel, Esq.           $620 per hour

Brown Rudnick will also be reimbursed of any necessary out-of-
pocket expenses.

Robert J. Stark, Esq., a member at Brown Rudnick LLP, assures 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 Committee.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


STATION CASINOS: GVR Committee Taps Downey Brand as Local Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Green Valley Ranch Gaming, LLC, seeks the
Bankruptcy Court's authority to retain Downey Branch, LLP, as its
local Nevada counsel.

As local counsel, Downey Branch will:

  (a) advise the Committee on Nevada law and local practice;

  (b) represent the Committee before the U.S. Bankruptcy Court
      for the District of Nevada;

  (c) assist the Committee with preparation and filing of court
      documents; and

  (d) perform any other services as directed by the Committee.

The customary hourly rates for each professional initially
assigned to the case are:

    Professional                Position      Rate
    ------------                --------      ----
    Sallie B. Armstrong, Esq.   Partner       $400
    Jamie P. Dreher, Esq.       Partner       $360
    Michelle N. Kazmar, Esq.    Associate     $255

Associate attorneys bill at rates ranging from $200 to $300 per
hour.  Paralegals bill between $140 and $250 per hour.

Downey Brand will also be reimbursed for any necessary out-of-
pocket expenses.

Sallie B. Armstrong, Esq., a partner at Downey Brands, LLP,
assures the Court that her 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 Committee.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


STATION CASINOS: GVR Committee Taps GLC as Financial Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Green Valley Ranch Gaming, LLC, seeks the
Bankruptcy Court's authority to retain GLC Advisors & Co., LLC, as
its financial advisor, nunc pro tunc to May 6, 2011.

As financial advisor, GLCA will:

  (a) familiarize itself with the Debtor's financial condition
      and business;

  (b) analyze and review the financial and operating statements,
      business plans and forecasts of the Debtor;

  (c) evaluate the assets and liabilities of the Debtor;

  (d) evaluate all aspects of the Debtor's cash collateral
      usages and adequate protection;

  (e) evaluate and negotiate the terms of any postpetition
      financing;

  (f) assist the Committee in identifying potential alternative
      sources of liquidity in connection with the Plan or
      otherwise;

  (g) evaluate the Debtor's debt capacity in light of its
      projected cash flows and assisting in the determination of
      an appropriate capital structure for the Debtor;

  (h) analyze strategic alternatives available to the Debtor;

  (i) advise and assist the Committee in examining, analyzing,
      structuring and negotiating any potential or proposed
      strategy for restructuring, amending, redeeming or
      otherwise adjusting all or substantially all of the
      Debtor's outstanding indebtedness or overall capital
      structure, whether pursuant to a plan, any and all sales
      under Section 363 of the Bankruptcy Code, a liquidation or
      otherwise, including where appropriate, assist the
      Committee in developing its own strategy for accomplishing
      a restructuring;

  (j) provide specific valuation or other financial analyses as
      the Committee may require, including witness testimony, if
      necessary, in connection with the case;

  (k) assist and advise the Committee on tactics and strategies
      for negotiations with the Debtor and third parties;

  (l) attend meetings of the Committee, creditor groups, and
      other interested parties;

  (m) provide expert advice and testimony in the Court on behalf
      of the Committee regarding financial matters related to
      any restructuring; and

  (n) provide other financial advisory services as may be agreed
      upon by GLCA and the Committee.

GLCA will be paid a monthly cash advisory fee of $150,000.  In no
event will GLCA be entitled to fewer than seven monthly advisory
fees.  In addition, GLCA will also be reimbursed of any necessary
out-of-pocket expenses.

J. Soren Reynertson, managing general partner of GLC Advisors &
Co., LLC, assures 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 Committee.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


STATION CASINOS: GVR Wins OK for FTI as Financial Advisor
---------------------------------------------------------
The Bankruptcy Court has authorized Green Valley Ranch Gaming LLC
and its debtor affiliates to employ FTI Consulting, Inc., as
financial advisor nunc pro tunc to April 12, 2011.

August B. Landis, acting U.S. Trustee for Region 17, points out
that the documents supporting the Aliante Debtors' application to
employ FTI is not as detailed as it should be.

FTI Consulting has been employed by the other Debtors in the
Chapter 11 case.

The U.S. Trustee says the Court should carefully review the
attached engagement letters and the various applications and
supporting declarations to determine whether FTI has adequately
complied with its duties under Federal Rule 2014(a) of the
Federal Rules of Bankruptcy Procedure.  He adds that the Court
should consider whether FTI has or had a disqualifying conflict
or adverse interest, because of its multiple engagements with the
various Debtors and with the Administrative Agent to the Senior
Lenders.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.  Brad E. Scheler, Esq., and Bonnie Steingart,
Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New
York, serve as counsel to the Official Committee of Unsecured
Creditors.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Green Valley Ranch Gaming, LLC and thirty other affiliates of
Station Casinos Inc. sought bankruptcy protection under Chapter 11
protection on April 12, 2011.  First to file among the April 12
Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11-
51188).  The April 12 Debtors filed a prepackaged plan of
reorganization together with their Chapter 11 petitions to
reorganize debts and consummate the sale of the Green Valley Ranch
Resort, Spa & Casino to a group of buyers led by the Fertitta
family.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)a


TEAM FINANCE: Moody's Gives Ba3 Rating to Sr. Credit Facility
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD3, 47%) rating to
Team Health, Inc.'s proposed $575 million senior secured credit
facility, consisting of a $165 million revolver expiring 2016, a
$110 million term loan A due 2016 and a $300 million term loan B
due 2018. Moody's also affirmed the Ba3 Corporate Family and
Probability of Default Ratings of Team Finance LLC. Team Health,
Inc. and Team Finance LLC are subsidiaries of Team Health
Holdings, Inc. (collectively Team Health). Moody's also changed
the rating outlook to positive from stable. Finally, Moody's also
affirmed the company's Speculative Grade Liquidity Rating at SGL-
1.

Moody's understands that the proceeds of the new credit facility
will be used to refinance the existing debt of Team Finance LLC.
Therefore, Moody's will withdraw the ratings of the repaid debt
and reassign the Corporate Family, Probability of Default and
Speculative Grade Liquidity Ratings to the new borrower, Team
Health, Inc., at the close of the transaction.

Ratings assigned at Team Health, Inc.:

$165 million senior secured revolver due 2016, Ba3 (LGD3, 47%)

$110 million senior secured term loan A due 2016, Ba3 (LGD3, 47%)

$300 million senior secured term loan B due 2018, Ba3 (LGD3, 47%)

Ratings affirmed and to be reassigned to the new borrower at the
close of the transaction:

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3

Speculative Grade Liquidity Rating, SGL-1

Ratings unchanged and expected to be withdrawn at the close of the
transaction:

$125 million senior secured revolver due 2012, Ba3 (LGD3, 47%)

$425 million senior secured term loan due 2012, Ba3 (LGD3, 47%)

RATINGS RATIONALE

Team Health's Ba3 Corporate Family Rating reflects Moody's
expectation that the company will continue to operate with a
modest level of leverage and strong interest expense coverage.
Moody's also considers the benefit of the company's strong
competitive position in a highly fragmented industry and stable
cash flow generation. However, Moody's believes that risks around
reimbursement and exposure to uninsured individuals could pressure
revenue and earnings growth in the near to medium term. Moody's
also expects the company to actively pursue additional
acquisitions. The ratings are constrained by the significant
remaining ownership of the company by a private equity sponsor,
although the significant public equity floats mitigates the risk
of a change to more aggressive financial policies.

The positive outlook reflects Moody's expectation that credit
metrics will continue to improve through earnings growth from
existing business as well as acquisitions. Moody's anticipates
that the company will use its strong free cash flow generation to
continue to fund acquisitions.

If the company continues to see organic revenue growth over the
next few quarters and effectively integrates acquired businesses
while maintaining its strong credit metrics the rating could be
upgraded. An upgrade would be contingent upon Moody's expectation
that the company will continue to maintain conservative financial
policies.

Conversely, if the company were to pursue material debt-financed
acquisitions or shareholder initiatives, Moody's could downgrade
the rating. Moody's could also downgrade the rating if
reimbursement or payor mix pressures, an increase in the level of
uncollectible accounts, an increase in medical malpractice claims
in excess of amounts reserved for or the inability to retain
physicians and/or hospital contracts are expected to materially
impact operating results. More specifically, if debt to EBITDA
increases above 4.0 times and free cash flow to debt declines
below 12% Moody's could downgrade the rating.For further details,
refer to Moody's Credit Opinion on Team Finance LLC.

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

Team Health based in Knoxville, TN, is a leading provider of
physician staffing and administrative services to hospitals and
other healthcare providers in the US. For the twelve months ended
March 31, 2011, Team Health recognized net revenue less a
provision for uncollectibles of approximately $1.6 billion.


TERRESTAR NETWORKS: Inks Deal for $1.375-Bil. Sale to Dish
----------------------------------------------------------
TerreStar Networks is seeking approval from the bankruptcy court
to enter into stalking horse agreement with DISH Network, under
which DISH Network will purchase substantially all of the Debtors'
assets for $1.375 billion, absent higher and better bids at an
auction.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dish Network signed a contract to buy TerreStar for
$1.375 billion cash plus assumption of liabilities.  As a result,
TerreStar moved back the auction to June 30 and the hearing for
approval of the sale to July 7.  The new deadline for submitting
initial bids that would top Dish Networks' is June 27.

Mr. Rochelle discloses that should Englewood, Colorado-based Dish
end up losing the auction, the consolation prize would be a $27.5
million breakup fee and as much as $3 million in expense
reimbursement.  There will be a hearing in bankruptcy court on
June 21 to approve the so-called stalking-horse protections.

TerreStar, according to the report, said the Dish price is $150
million more than the valuation the company put on the business in
the disclosure statement filed last year.  The price exceeds
secured debt by $90 million, the court filing says.

Mr. Rochelle relates Dish is committed to pay 97% of the purchase
price when antitrust approval and certain other approvals are
given, even though the Federal Communications Commission and its
Canadian counterpart may not have given their regulatory
approvals.

Dish said it will file a motion seeking bankruptcy court
authorization to pay off $1.1 billion in secured debt, thus
stopping the accrual of $47 million in interest expense each
quarter, the Bloomberg report discloses.

Dish, the report says, will bear the risk of failing to receive
FCC approval.  If that happens, the business will be remarketed.

Financing for the Chapter 11 case from EchoStar Corp. will be
extended to Sept. 30 and the loan increased by $15 million to
$90 million.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TEUFEL NURSERY: Satifies Debt to Textron Financial
--------------------------------------------------
Wendy Culverwell at the Portland Business Journal reports that
Teufel Nursery Inc. hit a post-bankruptcy milestone when it paid
off a major creditor.   Larry Teufel, president, said the Company
satisfied its debt to Textron Financial Corp., a former lender.

Textron had sued Teufel, which countersued when Textron called in
a note.  The lawsuits were dropped when the two reached a mediated
settlement calling on Teufel to repay its $5.9 million debt,
including costs and fees, through a series of monthly, semi-annual
and annual payments.

Teufel said it satisfied the debt by selling a 23-acre property
near Northwest Miller and Barnes Road to the Tualatin Hills Parks
and Recreation Department.  The parks department paid $8 million
for the site, which will be developed as a community park.  The
deal closed in May.

Headquartered in Portland, Oregon, Teufel Nursery, Inc. --
http://www.teufel.com/-- aka Teufel Landscape offers lawn and
gardening services.  The Company filed for Chapter 11 on June 24,
2009, (Bankr. D. Ore. Case No. 09-34880) Robert J. Vanden Bos,
Esq., at Vanden Bos & Chapman represents the Debtor in its
restructuring efforts.  The Debtor has assets and debts both
ranging from $10 million to $50 million.  The Company successfully
exited court supervision on Feb. 1, 2010, with a plan to repay its
creditors.


TOTES ISOTONER: S&P Affirms Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cincinnati, Ohio-based totes Isotoner Corp. The
rating outlook is stable.

"In addition, we assigned a 'B' issue-level rating on totes
Isotoner's $145 million senior secured first-lien debt and $15
million delayed draw facility due 2017. The recovery rating is
'4', indicating our expectation of average (30% to 50%) recovery
for debtholders in the event of payment default. We also assigned
a 'CCC+' issue-level rating on the $80 million senior secured
second-lien debt due 2017. The recovery rating is '6', which
indicates our expectation of negligible (0 to 10%) recovery for
debtholders in the event of payment default. Issue-level ratings
are based upon preliminary documentation and are subject to review
upon final documentation. We will withdraw our 'B' issue-level and
'4' recovery ratings on the company's existing senior secured
first-lien term loan due 2013 and 'CCC+' issue-level and '6'
recovery ratings on the company's senior secured second-lien debt
due 2014 upon completion of the proposed refinancing and repayment
of this existing debt," S&P said.

"Our rating affirmation reflects the company's improved
profitability over the past two years and enhanced liquidity as
the recapitalization extends maturities," said Standard & Poor's
credit analyst Stephanie Harter. "In addition, credit metrics
remain in line with the 'B' category medians despite the $45
million debt financed dividend."

The company's speculative-grade rating reflects the company's weak
credit metrics and narrow business focus. "Our view that the
company's financial risk profile is highly leveraged and its
business risk profile is vulnerable is supported by the company's
participation in the mature, fragmented, and highly competitive
accessories segment of the apparel industry," said Ms. Harter.
Standard & Poor's assign a high degree of business risk to the
apparel manufacturing industry (including accessories) because of
intense competition, low barriers to entry, and the commodity
nature of certain items, such as umbrellas and gloves.

"Our rating outlook on totes Isotoner is stable. We expect totes
Isotoner will be able to maintain adequate liquidity and credit
metrics reflective of the current rating category over the next
year," said Ms. Harter.


TRANSPECOS FOODS: Loan Bid Dissolves Amid Pushback From Lender
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that TransPecos Foods LP is
abandoning its bid to snag bankruptcy financing, according to a
lawyer, after the lender the company said it had lined up for the
job countered that it had never discussed, let alone committed to,
providing a Chapter 11 loan.

As reported in the troubled Company Reporter on June 15, 2011,
TransPecos Foods LP, a producer and distributor of packaged foods,
sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 11-31124)
on June 9 in El Paso, Texas, blaming "an industry-wide shortage of
a primary component for its mozzarella stick business."  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reports
that the Company's revenue in 2010 was $13.4 million.  The
mozzarella shortage cut revenue by 30%, a court filing says.
TransPecos is based in Boerne, Texas.  The plant is in Pecos,
Texas.  Assets were listed for $6 million with debt totaling
$32.9 million.  Secured debt owed to several lenders totals
$30.7 million.  Trade suppliers are owed $2.2 million.


TWIN CITY: Court OKs Asset Sale to Trinity Hospital for $4.85MM
---------------------------------------------------------------
The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized Twin City Hospital to sell
substantially all of its assets to Trinity Hospital Twin City, an
affiliate of the Franciscan Services Corp. for $4,850,000.

Wells Fargo Bank, N.A., as indenture trustee, has withdrawn its
credit bid.

At closing, the proceeds from the sale of the acquired assets will
first be disbursed as repayment of the DIP loans in an amount of
$420,000.  Next, the Debtor is authorized and directed to disburse
(i) as a carve out from the collateral of the indenture trustee,
$401,040 to Navigant Capital Advisors, LLC, as financial
consultants to the Debtor, on account of the success fee; (ii) as
a carve out from collateral of the indenture trustee, $100,000 to
QHR, on account of the completion fee; (iii) as carve out from the
collateral of the indenture trustee, $198,257 to counsel for the
committee on account of the Committee settlement carve out to be
held in escrow pending further distribution by the Chapter 7
trustee; and (iv) to the indenture trustee $2,948,714 at closing
on account of the bond claim.

The Debtor will also file a motion to convert the case to one
under Chapter 7 of the Bankruptcy Code., which the Committee and
the indenture trustee will support.

                       About Trinity Hospital

Based in Erin, Tennessee, Trinity Hospital LLC dba Trinity
Hospital filed for Chapter 11 bankruptcy protection on Aug. 19,
2008 (Bankr. M.D. Tenn. Case No. 08-07349).  Judge Marian F.
Harrison presides over the case.  G. Rhea Bucy, Esq., Linda W.
Knight, Esq., and Thomas H. Forrester, Esq., at Gullett, Sanford,
Robinson, Martin, represent the Debtor.  In its petition, the
Debtor estimated both assets and debts of $1 million and
$10 million.

                     About Twin City Hospital

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection on Oct. 13, 2010 (Bankr. N.D. Ohio Case
No. 10-64360).  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
represents the Debtor in its restructuring effort.  The Debtor


UNISYS CORP: Fitch Upgrades IDR to 'BB-'; Outlook Stable
--------------------------------------------------------
Fitch Ratings has taken these rating actions on Unisys
Corporation:

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

   -- Senior unsecured notes upgraded to 'BB-' from 'B+/RR4';

   -- First lien senior secured notes affirmed at 'BB+';

   -- Second lien senior secured notes affirmed at 'BB+'.

In addition, Fitch has assigned a 'B+' to Unisys' new mandatory
convertible preferred stock. The Rating Outlook is Stable.

Fitch's rating actions affect approximately $450 million of debt,
assuming 100% equity credit is assigned to Unisys' mandatory
convertible preferred stock.

The upgrades and Stable Outlook for Unisys reflect:

   -- The prepayment of nearly $390 million of secured debt, or
      47% of total debt, since year-end 2010, partially funded by
      the issuance of $259 million of 6.25% mandatory convertible
      preferred stock, which would likely qualify for 100% equity
      credit based on Fitch's prior criteria and exposure draft
      criteria for assigning equity credit;

   -- A more manageable annual debt maturity schedule with
      aggregate maturities of $232 million from 2014-2015 compared
      with nearly $622 million prior to the debt prepayment;

   -- A $37 million net annual increase in pre-tax cash flow,
      consisting of a $53 million decrease in annual interest
      expense partially offset by $16 million of annual preferred
      dividends;

   -- Improving credit protection measures. Fitch estimates total
      leverage (total debt/operating EBITDA) will decline to 0.9
      times (x) as of year-end 2011 from 1.3x as of year-end 2010.

Unisys' ratings are supported by:


   -- Modest improvement in financial flexibility due to more
      consistent positive free cash flow generation, a significant
      decline in total debt and related interest expense, and pro
      forma cash holdings of $613 million subsequent to the
      completion of its debt tender offer on April 11, 2011;

   -- Conservative financial policies, including a commitment to
      reduce debt by 75% by year-end 2013, implying a total debt
      balance of approximately $200 million;

   -- Approximately 35% -- 40% of total revenue is recurring due
      to long-term outsourcing contracts;

   -- Significant market opportunities in cloud, mobility, cyber
      security and application modernization;

   -- Domain expertise in targeted vertical markets, including
      public sector, financial services, communications and
      transportation;

   -- Diversity of commercial revenue with respect to both
      customers and geography.

Credit concerns center on:


   -- Unisys' material underperformance relative to the overall IT
      services industry in the past two years, with share losses
      in both commercial and government sectors. Excluding
      divestitures, Fitch estimates Unisys' services revenue
      declined 11% and 8% in 2009 and 2010, respectively, compared
      with -5.9% and 3.1% for the overall services industry,
      according to Gartner Inc.;

   -- Unisys' significant services revenue and margin pressure in
      excess of its peers for the first quarter of 2011, excluding
      the nonrenewal of the Transportation Security Administration
      contract, which Fitch attributes to increasing competition
      relating to budgetary challenges in the U.S. federal market;

   -- Underfunded status ($1.3 billion) and increasing pension
      contributions to Unisys' worldwide defined benefit (DB)
      pension plans. Fitch estimates contributions could equal 35%
      to 45% of funds flow from operations (FFO) for the next
      several years, thereby reducing free cash flow (FCF) to $25-
      $50 million, well below the $134 million achieved in 2010;

   -- Highly competitive operating environment as Unisys vies for
      contracts with significantly larger competitors;

   -- Sustainability of highly profitable ClearPath mainframe
      revenue as Fitch believes investments to modernize the
      platform may only moderate the long-term rate of decline;

   -- Customer concentration as the fiscally-challenged US federal
      government accounts for approximately 20% of revenue,
      partially offset by agency diversification across the
      Department of Defense (29%), Homeland Security (22%) and
      multiple civil agencies (49%);

   -- Risk of material changes to the government procurement
      process for private contractors and/or tax legislation that
      adversely affects demand for or profitability of IT services
      contracts.

The ratings may be upgraded in the event that:

   -- Strength in new services orders accelerates revenue growth
      without adversely affecting long-term profit margins;

   -- Sustains 8% -- 10% services operating profit margin with at
      least stable total revenue, leading to more consistent free
      cash flow;

   -- Material improvement in the underfunded status of Unisys'
      worldwide DB pension plans.

The ratings may be downgraded in the event that:

   -- Sustained weakness in financial performance results in a
      material deterioration in liquidity and credit metrics;

   -- Greater than expected declines occur in ClearPath revenue
      and profitability without offsetting growth or margin
      expansion in the services business;

  -- Alterations are made to U.S. tax policies or legislation that
     materially reduce federal and/or commercial demand for IT
     services.

Fitch believes Unisys' liquidity is adequate, primarily supported
by pro forma cash holdings of $613 million as of April 11, 2011
compared with $469 million at March 31, 2010. In addition, FCF has
improved considerably, averaging nearly $165 million in the past
two years, but is expected to face considerable pressure in 2011 -
2013 from increasing cash pension contributions.

Liquidity is adversely affected by the company's lack of a long-
term committed revolving credit facility or accounts receivable
(A/R) securitization facility, as the existing $150 million A/R
facility was scheduled to expire in May 2011. However, Fitch notes
Unisys ceased borrowing from the securitization facility in 2009
following an improvement in internally generated cash flow from
operations.

Fitch believes Unisys' $1.3 billion underfunded worldwide DB plan
poses a material risk to the credit given the significance of the
projected future cash contributions relative to pre-pension FFO
and total liquidity. Positively for the credit, Unisys ceased the
accrual of future benefits and prohibited new entrants to the
company's two largest DB pension plans in the United States (U.S.)
and United Kingdom effective Dec. 31, 2006 and June 30, 2008,
respectively.

As of year-end 2010, Unisys' DB plans in the U.S. and
internationally were underfunded by $963 million and $385 million,
respectively. Fitch expects Unisys' required cash pension
contributions to materially increase in the next several years
compared with 2010 to reduce this funding deficit.

Fitch expects Unisys' total cash contributions in 2011, primarily
international DB plans, to increase 42% to $116 million, or 33% of
estimated FFO, compared with $82 million in 2010 and an average of
$75 million in the prior five years. Despite a materially
underfunded U.S. DB plan since 2008, the company did not make any
cash contributions in 2010 and is not legally required to
contribute until 2012 under the Pension Protection Act. Unisys
expects to contribute approximately $100 million to the U.S. DB
fund in 2012, which Fitch estimates could increase total required
cash contributions to worldwide DB plans to at least $175 million,
or 40% - 45% of FFO, assuming international contributions are
consistent with the prior five-year average.

The ultimate amount of contributions is primarily contingent upon
the financial markets, return on U.S. pension assets and interest
rates.

As of April 11, 2011, Unisys' debt structure was:

   -- $68 million of 8% senior unsecured notes due 2012;

   -- $206 million of 12.75% first lien senior secured notes due
      2014;

   -- $26 million of 14.25% second lien senior secured notes due
      2015;

   -- $151 million of 12.5% senior unsecured notes due 2016.

The first lien notes and second lien notes are secured by first-
priority liens and second-priority liens, respectively, by
substantially all of the Unisys' assets, except (i) accounts
receivable that are subject to one or more receivables facilities
(ii) cash or cash equivalents securing reimbursement obligations
under letters of credit or surety bonds (iii) non U.S.-based real
estate and (iv) certain other excluded assets.


USG CORP: Fareed Khan Resigns from All Positions
------------------------------------------------
Fareed A. Khan, executive vice president, finance and strategy and
a named executive officer of USG Corporation, resigned effective
June 13, 2011.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company's balance sheet at March 31, 2011, showed $4.01
billion in total assets, $3.46 billion in total liabilities and
$544 million in total stockholders' equity.


VENTANA HILLS: Hearing Cash Collateral Use Continued Until June 28
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until June 28, 2011, 1:30 p.m., the hearing to
consider Ventana Hills Associates Ltd. and Ventana Hills Phase II,
L.P.'s request for continued access to Anglo Irish Bank
Corporation Limited, fka Anglo Irish bank Corporation PLC.

The Debtor will use the cash collateral to maintain sufficient
liquidity so that it may continue to operate its business in
Chapter 11.

As reported in the Troubled Company Reporter on Dec. 30, 2009,
prepetition, the Debtor borrowed money and received other
financial accommodations from Anglo Irish Bank in the original
principal amount of $53,125,000.

As adequate protection, Anglo Irish Bank is granted replacement
liens and superpriority administrative claim, subject and
subordinate to a carve out.

                        About Ventana Hills

Ventana Hills Associates, Ltd., is the owner and operator of a
residential apartment project located in Pittsburgh, Pennsylvania,
known as "Ventana Hills Apartments.  Ventana Hills Apartments was
constructed in 2002 as a rental apartment community, in two
phases, and was purchased by the Debtor in 2004 for $50,000.

Ventana Hills Associates and affiliate Ventana Hills Phase II,
L.P., filed for Chapter 11 on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41755).  The Debtors each estimated assets of and
debts of $50,000,001 to $100,000,000 in their respective
petitions.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., in Chicago, Illinois, represent the Debtor.


VAREL FUNDING: S&P Affirms CCR at 'CCC+'; Outlook Developing
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Carrolton, Texas-based Varel Funding Corp. to developing from
negative and affirmed the 'CCC+' corporate credit rating.

The issue rating on the senior secured debt remains 'CCC+' with a
recovery rating of '3', which indicates S&P's expectations of
meaningful (50% to 70%) recovery in the event of a payment
default.

"The outlook revision reflects the impact that continued
improvement in the rig count has had on Varel's financial
performance," said Standard & Poor's credit analyst Stephen
Scovotti. "The U.S. rig count is currently up 23.1% from the same
point last year, while the international rig count is up 5.6% from
the same point last year. However, we still remain concerned about
the company's relatively thin liquidity."

The ratings on Varel Funding Corp., an entity formed solely to
enter into a credit agreement and sale-leaseback agreement with
Varel Holdings Inc., reflect Varel's small size and scale in drill
bit manufacturing, its competitive position against some of the
largest oilfield services companies in the industry, a leveraged
capital structure, cyclical end markets and less than adequate
liquidity. These weaknesses are partially offset by Varel's
variable cost structure, and its geographic and product diversity.
Varel's revenue is approximately 47% from North America, 23% from
the Middle East, 4% from Europe, 10% from Far East/Australia, 6%
from South America, 8% from Africa, and 2% Other. Polycrystalline
diamond compact (PDC) drill bits constitute 49% of the company's
revenues, oil and gas roller cone drill bits constitute 28% of
revenue, and mining and industrial constitute 23% of revenue.

Varel manufactures PDC and roller cone drill bits for the oil and
gas industry. In addition, the company also manufactures roller
cone drill bits for the mining and industrial industry.
Fundamentals for the oil and gas drill bit industry are closely
tied to the rig count, which tends to be volatile and related to
oil and gas prices. Fundamentals for the mining and industrial
drill bit industry are closely tied to the rig count for
commodities including copper, gold, diamond, and other mining
markets. The drill bit represents less than 3% of the total cost
of drilling the well. However, because the cost of failure is high
(i.e., a bit left downhole could require abandonment of the
well) and because drill bit efficiency directly impacts the time
the drilling rig must be utilized, operators are willing to pay a
premium for a bit that has a proven record in a particular
geologic formation.

The outlook is developing. "We could take a negative ratings
action if the company does not generate sufficient cash flow to
cover its fixed charges or liquidity deteriorates beyond current
levels. Alternatively, we would consider a positive ratings action
if the company improves its liquidity position to above the $15
million to $20 million range while improving operating results
and lowering financial leverage," S&P said.


VITRO SAB: Court Rejects Bid to Pay Bonuses Tied to Asset Sale
--------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Harlin D. Hale in Dallas, Texas, denied Vitro
SAB's attempt to pay $1.3 million to 17 employees, including a
$1 million bonus to two executives to incentivize their
participation in a sale process that is now largely complete.
Judge Hale said Vitro "failed to demonstrate how these individual
participants have enhanced the value of the debtors' assets to
improve the sales price, or a justification for these additional
payments for a sale that will soon close."

Vitro previously obtained court approval to sell four of its U.S.
units, including Vitro America LLC, to an affiliate of private-
equity firm Sun Capital Partners Inc. for $55.1 million.  Sun's
offer topped a bid from Vitro's preferred buyer leading into the
auction, Boulder, Colo., private-equity firm Grey Mountain
Partners LLC.

According to DBR, Vitro said the bonuses for the two executives --
Vitro America Chief Executive Arturo Carrillo and Chief Financial
Officer Ricardo Maiz -- were designed to "reward and incentivize
its two most essential officers for maximizing the value of the
estates."  DBR says Judge Hale found the executive bonuses more
closely resembled insider retention payments that are barred under
bankruptcy law.

Vitro also said the payments for the 15 rank-and-file workers were
largely intended to prevent them from leaving during the marketing
and auction process.  According to DBR, Judge Hale pointed out
that now that the sale is nearly complete and many of those
workers could be in line for jobs with the Vitro units' new
owners, that rationale falls flat.

Judge Hale also said it would be difficult to authorize a seven-
figure bonus payment in Vitro's case because the company's
unsecured creditors are in line to recover "very little."

                        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.


VUANCE LTD: Fahn Kanne Raises Going Concern Doubt
-------------------------------------------------
Vuance Ltd. filed on July 23, 2010, its annual report on Form 20-F
for the fiscal year ended Dec. 31, 2010.

Fahn Kanne & Co., in Tel Aviv, Israel, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and negative cash flows from operations since
its inception and, as of Dec. 31, 2010, the Company had an
accumulated deficit of $49.3 million and a shareholders' deficit
of $7.9 million.

The Company reported a net loss of $2.0 million on $7.4 million of
revenue for 2010, compared with a net loss of $5.1 million on
$9.3 million of revenue for the same period of 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2.0 million
in total assets, $9.9 million in total liabilities, and a
stockholders' deficit of $7.9 million.

A copy of the Form 20-F report is available at http://is.gd/FgZZ0v

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.


WARNER MUSIC: Edgar Bronfman Discloses 6.5% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edgar Bronfman, Jr., disclosed that he
beneficially owns 10,309,535 shares of common stock of Warner
Music Group Corp. representing 6.5% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                       http://is.gd/vvu6mM

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

Warner Music reported a net loss of $39 million on $682 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $28 million on $666 million of revenue for the same
period during the prior year.  The Company also reported a net
loss of $57 million on $1.47 billion of revenue for the six months
ended March 31, 2011, compared with a net loss of $44 million on
$1.58 billion of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$3.61 billion in total assets, $3.87 billion in total liabilities
and a $254 million in total deficit.

                          *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WASHINGTON MUTUAL: Hedge Funds, Equity Panel Deal Falls Through
---------------------------------------------------------------
Matt Wirz, writing for The Wall Street Journal, reports that
Washington Mutual Inc. will seek confirmation for a reorganization
plan without support from shareholders at a July 6 hearing unless
negotiations between the equity committee and hedge funds resume.

One source familiar with the matter told the Journal that
representatives for the equity committee flew to New York to meet
with settlement holders this week and ultimately rejected the most
recent version of the restructuring plan.

The Journal also reports that the equity committee has resumed its
investigation of alleged insider trading by the four hedge funds
involved in the case -- Appaloosa Management, Aurelius Capital
Management, Centerbridge Partners and Owl Creek Management.  The
committee filed notice that it will depose representatives from
three of the funds, Appaloosa, Centerbridge and Owl Creek, June 23
and 24, according to court documents.

The Journal recounts the shareholder group had agreed to postpone
the investigation in early June after reaching a tentative
restructuring deal with the funds, before those talks broke down.

The funds have been involved in direct restructuring talks with
the Washington Mutual estate since early 2009 because they own
majority stakes in bank's subordinated bonds and trust preferred
securities.  In January, Bankruptcy Judge Mary Walrath rejected a
restructuring plan supported by the estate and the funds and
subsequently ordered an investigation into allegations of insider
trading by the funds.

According to the Journal, attorneys for the shareholder committee
deposed Aurelius in early May but postponed questioning the other
funds after they proposed a new workout.  That deal, the Journal
says, would have given WaMu shareholders new stock in a successor
entity to the bank's holding company that would own the tax
benefits from the net operating losses the bank accumulated in
2007 and 2008.

According to the Journal, sources involved in the talks said that
to take advantage of those tax benefits, the new vehicle would
need to acquire other companies that could use the losses to
offset gains and lower their tax bills.  The sources told the
Journal the noteholders negotiated a deal in principal with the
equity committee last month by offering to fund that strategy with
a $100 million loan to the successor entity.

The Debtors' lawyers presented the deal at a hearing on May 24.
However, a person familiar with the matter told the Journal, as
the equity committee, chaired by individual investor Michael
Willingham, and the funds hammered out the fine points, fault
lines began to appear.

The Journal says WaMu attorneys declined to comment.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WEST END: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: West End Cash Liquidity Fund I, LP
        410 Park Avenue, 15th Floor
        New York, NY 10022

Bankruptcy Case No.: 11-12774

Chapter 11 Petition Date: June 9, 2011

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Scheduled Assets: $0

Scheduled Debts: $5,501,005

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nysb11-12774.pdf

The petition was signed by Raymond J. Heslin, member West End
Financial Advisors, general partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
West End Financial Advisors, et al     11-11152-  03/15/11
                                       11-11167


WESTLAND PARCEL: Court Approves ADG Commercial as Leasing Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Westland Parcel J. Partners, LLC, to employ ADG
Commercial as its leasing broker.

AS reported in the Troubled Company Reporter on May 5, 2011, the
Debtor related that under the Nov. 23 order, it is authorized to
pay commercial leasing brokers up to 6% commission on total lease
payments, not to exceed $15,000 per month or any one lease
transaction, and no commission to exceed $200,000 without further
Court approval.  Westland has not been successful acting as its
own leasing broker and no payments have been made under the
Nov. 23 Order.

As the Debtor's leasing broker, ADG Commercial will assist the
Debtor in its efforts to lease its commercial space.

ADG Commercial discloses that it is owed by the Debtor $5,000 in
prepetition commissions for leasing services.

ADG maintains that it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                About Westland Parcel J Partners

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WJO INC: Has Until Aug. 29 to Decide on Non-Residential Leases
--------------------------------------------------------------
The Hon. Jean K. Fitzsimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania extended until Aug. 29, 2011,
WJO, Inc.'s time to assume or reject certain non-residential real
property leases.

As reported in the Troubled Company Reporter on May 17, the Debtor
related that its needed more time to resolve issues before it can
determine if assumption or rejection of the leases are in its best
interest.  The Debtor operates its business out of numerous
locations.  Five of these locations are leased.

The Debtor told the Court that since all of the postpetition lease
payments have been made to date and the Debtor intends to continue
making its postpetition lease payments through the extension date,
the lessors will not be harmed by an extension of time.

                         About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.

Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


X-RITE INC: S&P Withdraws 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Rating Services withdrew all ratings, including
its 'B+' corporate credit rating, on Grand Rapids, Mich.-based
color solutions provider X-Rite Inc. at the company's request.


* AlixPartners Survey Sees Increase in Prepacks
-----------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that an AlixPartners LLP survey released Wednesday found
that most restructuring professionals expect that more than 50% of
the large companies filing for Chapter 11 in the next 12 months
will have at least a semblance of a turnaround plan in place when
they enter bankruptcy.  And nearly all those surveyed, 97%, said
those so-called prearranged and prepackaged filings have become a
permanent part of the bankruptcy landscape.  That's a departure
from even a few years ago, when most companies didn't start such
talks until after filing for Chapter 11, according to DBR.

Meanwhile, according to data compiled by the Troubled Company
Reporter, for the first five months of 2011, eight of the 32
Chapter 11 mega cases -- those involving assets exceeding $100
million -- had prepackaged Chapter 11 plans or were pre-arranged
in nature.  For fiscal year 2010, a total of 35 prepacks/pre-
arranged cases were filed -- about one in every three filings in
2010.  However, no prepackaged Chapter 11 mega case was commenced
in May 2011.

"Prearranged and prepackaged is the preferred way," said Peter
Fitzsimmons, co-head of AlixPartners' turnaround and restructuring
services practice, according to DBR.  "Stakeholders want to know
what the solution is when a company files."

According to DBR, the survey involved 80 bankruptcy lawyers,
investment bankers and fund managers.  DBR says 49% of the
respondents said they expect prearranged and prepackaged filings
to account for between half and three-quarters of all bankruptcies
in the coming year, and 18% of respondents said the filings would
account for an even larger proportion.

The more orchestrated filings were the favored choice among
companies with more than $100 million in assets that filed in
2010, according to an AlixPartners analysis.

Brian J. Fox -- bfox@alixpartners.com -- the AlixPartners managing
director who conducted the analysis, expects that trend to
continue.  According to DBR, Mr. Fox said companies that file for
prearranged bankruptcies often have run "out of cash and out of
clock" to get all the way to a prepackaged deal, and those firms
that "free fall" into bankruptcy typically didn't have the
liquidity to survive out of court long enough to enter talks with
creditors.


* Michigan Governor Vows to Keep Cities Away From Bankruptcy
------------------------------------------------------------
Detroit Free Press staff writer Chris Christoff reports that
Michigan Governor Rick Snyder said Wednesday he won't let Detroit
or any other Michigan cities declare bankruptcy, but rather will
help fiscally distressed communities such as Pontiac recover, with
or without emergency managers.

"Detroit's not going into bankruptcy," Gov. Snyder told reporters,
as he beamed with encouragement from his meetings Monday with
three top bond rating agencies in New York, whom he hopes will
raise Michigan's rating to the highest levels possible, according
to the Free Press.  "We're going to work hard to make sure we
don't need an emergency manager, and bankruptcy shouldn't be on
the table," Gov. Snyder said.

The Free Press relates Gov. Snyder said a new law giving emergency
managers extraordinary power over distressed cities and school
districts will help them instead avoid a state takeover by
allowing quicker intervention into their troubled finances.


* Damages Are Dischargeable in Injurious Fight
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
of another case where an altercation led to serious injury,
although the resulting damages were discharged in bankruptcy.  The
new case involved a barroom fight between adults.  The defendant
threw a glass, which shattered.  Shards lodged in the plaintiff's
eye, resulting in the loss of sight.  In the ensuing civil suit, a
jury awarded $204,000 in compensatory damages although no punitive
damages.  After the defendant filed bankruptcy, the plaintiff
filed suit in bankruptcy court, alleging that the damages weren't
discharged under Section 523(a)(6) of the U.S. Bankruptcy Code
because they were the result of "willful" and "malicious injury."
The bankruptcy court ruled that the evidence didn't meet the
statutory threshold, and the Bankruptcy Appellate Panel for the
8th Circuit affirmed.  The panel opinion by U.S. Bankruptcy Judge
Barry S. Schermer in St. Louis held on June 14 that the doctrine
of collateral estoppel didn't apply because the pertinent issues
were never actually litigated in state courts.  The case is Hidy
v. Bullard (In re Bullard), 11-6009, U.S. Bankruptcy Appellate
Panel for the 8th Circuit (St. Louis).


* Proceeds From Sale of Home Are Covered by Exemption
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, the
Bankruptcy Appellate Panel for the 6th Circuit in Cincinnati ruled
June 15 that bankrupts who sold their home shortly after filing in
Chapter 7 were entitled to claim a homestead exemption on the
$35,000 remaining after paying off mortgages.  A contract to sell
the home already had been signed when the bankruptcy petition was
filed.  The closing occurred a few days later.  The bankruptcy
court ruled that the bankrupts weren't entitled to use the
homestead exemption on the net proceeds because, when they filed
bankruptcy, they didn't intend to live in the home in the future.
The appellate panel reversed, noting that exemptions are
"determined on the filing date."  The panel's opinion, by U.S.
Bankruptcy Judge G. Harvey Boswell, said that the "plain language"
of the exemption statute "requires no intent to remain."
Consequently, the bankruptcy court was reversed.  The case is In
re Wengerd, 10-8080, U.S. Bankruptcy Appellate Panel for the 6th
Circuit (Cincinnati).


* Thompson Hine Again Ranked as Leading U.S. Law Firm
-----------------------------------------------------
Thompson Hine LLP has been recognized for the ninth year in a row
as a leading law firm in Chambers USA: America's Leading Lawyers
for Business, which ranks lawyers according to technical legal
ability, professional conduct, customer service, commercial
awareness, diligence and commitment, based on interviews with both
clients and peers.  In the 2011 edition, Thompson Hine ranks as a
top firm in the following 12 practice areas:

-- Banking & Finance (Ohio)

-- Bankruptcy/Restructuring (Ohio)

-- Construction (Nationwide and Ohio)

-- Corporate/M&A (Ohio)

-- Employee Benefits & Executive Compensation (Ohio)

-- Intellectual Property (Ohio)

-- Litigation: General Commercial (Ohio)

-- Natural Resources & Environment (Ohio)

-- Real Estate (Ohio)

-- Transportation: Multi-modal (Nationwide)

-- Transportation: Rail (for Shippers) (Nationwide)

-- Transportation: Road (Carriage/Commercial) (Nationwide)

In addition, the following 40 Thompson Hine lawyers are recognized
as leading lawyers in their practices:

Banking & Finance Katherine D. Brandt Eduardo Kim Leslee W.
Miraldi

Bankruptcy/Restructuring Jeremy M. Campana Robert C. Folland Alan
R. Lepene Louis F. Solimine Curtis L. Tuggle

Construction Jeffrey R. Appelbaum Thomas J. Kirkwood Patrick J.
Sweeney Peter D. Welin

Corporate/M&A Thomas A. Aldrich

Employee Benefits & Executive Compensation Timothy R. Brown Jack
F. Fuchs J. Shane Starkey Karen D. Youngstrom

Franchising Thomas J. Collin

Intellectual Property Louis K. Ebling Mark P. Levy Beverly Lyman

Labor & Employment Timothy McDonald

Litigation: Antitrust Thomas J. Collin Leslie W. Jacobs

Litigation: General Commercial David J. Hooker James D. Robenalt

Natural Resources & Environment Wray Blattner Terrence M. Fay
Heidi B. Goldstein Michael L. Hardy Andrew L. Kolesar

Real Estate James B. Aronoff Dianne S. Coscarelli Thomas J. Coyne
Robert M. Curry Jared E. Oakes Marci P. Schmerler Linda A.
Striefsky Mario J. Suarez

Transportation: Rail (for Shippers) Nicholas J. DiMichael Jeffrey
O. Moreno

Transportation: Road (Carriage/Commercial) Nicholas J. DiMichael

                     About Thompson Hine LLP

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com/
-- is a business law firm dedicated to providing superior client
service. The firm has been named one of the top two law firms in
the country for client service and the only firm ranked in the top
tier for "Provides Value for the Dollar," according to the 2011
BTI Client Service A-Team: Survey of Law Firm Client Service
Performance.  With approximately 400 lawyers, Thompson Hine serves
premier businesses worldwide.  The firm has offices in Atlanta,
Cincinnati, Cleveland, Columbus, Dayton, New York and Washington,
D.C. For more information.


* BOOK REVIEW: Corporate Players
--------------------------------
Author: Robert Keidel
Publisher: Beard Books
Softcover: 271 pages
List Price: $34.95
Review by Henry Berry

In American business, the metaphor of the sports team is commonly
used for business groups of all sizes -- from ad hoc teams of a
few members that deal with temporary problems to groups of
executive managers who are responsible for long-term corporate
survival and the profitability of an entire organization.

The sports team is a favored metaphor because sports bring
individuals with different talents and different responsibilities
together to perform a particular activity and pursue a common
objective.  Within its framework, sports also allow for the
outstanding performance of particular individuals and recognition
of that performance.  The sports team metaphor has become so
common in business and so routinely applied to business teams of
all sorts and sizes that little thought is usually given to its
specifics.

Corporate Players -- Designs for Working and Winning Together
takes a close look at what makes a sports team function
effectively and win.  The author then applies these observations
to develop a plan for those in the corporate world to be as
successful as those in the sports world.  While a reprint of a
1988 book, the lessons in this book are timeless.

Keidel identifies three main types of teams found in business:
autonomy, control, and cooperation.  The author relates each to a
particular type of sports team: autonomy for baseball, control for
football, and cooperation for basketball.  A chart compares
differences among the three with respect to organizational
strategy, organizational structure, and organizational style.  For
instance, the organizational strategy for autonomy in baseball is
"adding value through star performers"; while the organizational
strategy for cooperation in basketball is "innovating by combining
resources in novel ways."

With a sharp analytic eye and decades of experience in different
aspects of business, including academic and government positions,
Keidel delves into the specifics of business groups as sports
teams.  A fundamental point often overlooked by businesspersons is
that teams in different sports are different in significant ways.
An understanding of these differences is crucial for executives,
managers, and consultants who are responsible for conceptualizing
a team in relation to a particular business matter and then
bringing together a team of individuals.  As such, executives,
managers, and consultants have roles similar to a general manager
and coach of a sports team.  In some cases, they may also have the
role of a player on the team.

This chart and other aids, together with the author's engaging
commentary and enlightening analyses, will help business leaders
select the right personnel, assemble a team capable of performing
the task at hand, and then coordinate all of the players to
accomplish the desired objective.

Robert W. Keidel has a Ph.D. from Wharton, and has also been a
Senior Fellow at this top business school.  An author of three
other books and many articles, he teaches courses in business
strategy, technology, and organization at Drexel University's
LeBow College of Business.  Robert Keidel Associates is his
business consulting firm.



                           *********

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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