TCR_Public/110622.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 22, 2011, Vol. 15, No. 171

                            Headlines

50 EAST: Case Summary & 3 Largest Unsecured Creditors
AIR CANADA: Moody's Affirms 'B3' Corporate Family Rating
ALERE INC: S&P Assigns 'BB-' Senior Secured Rating
ALLIANCE HEALTHCARE: Moody's Rates New Credit Facilities 'Ba3'
AMADO GUTANG: Deutsche Bank Lien Has Priority Over JPMorgan's

AMERICAN PATRIOT: John Belew Resigns as President & Bank CEO
ARGENTUM MEDICAL: Case Summary & 20 Largest Unsecured Creditors
API TECH: Moody's 'B2' Corporate Unaffected Facility Revisions
ART ONE: Gives Up Properties to Cathay; Case Set for Dismissal
ARTECITY MANAGEMENT: Combined Hearing on Plan Set for June 29

ASUTOSH GROUP: Voluntary Chapter 11 Case Summary
AUM SHREE: Debtor's Mortgage Assignment Gripes Silenced
AVI PROPERTIES: Voluntary Chapter 11 Case Summary
BANK OF AMERICA: Calls Involuntary Ch. 11 Petition "Frivolous"
BANK OF AMERICA: Involuntary Chapter 11 Case Summary

BANK OF GRANITE: Amends Merger Agreement with FNB
BANKRATE INC: Moody's Upgrades Corporate Family Rating to 'B1'
BELO CORP: S&P Affirms Corporate Rating at 'BB-'; Outlook Positive
BERNARD L. MADOFF: Trustee Says Wilpon Suit Proper in Lower Court
BERRY PLASTICS: Moody's Reviews 'B3' CFR for Possible Downgrade

BEXAR COUNTY: Moody's Affirms 'C' Rating on Series 2001B Bonds
BLACK PRESS: Moody's Assigns 'B3' Rating to Proposed Notes
BLOCKBUSTER INC: Shouldn't Pay Remaining Fees, U.S. Trustee Says
BLOCKBUSTER INC: Dish-Run Stores Entice Customers With New Deals
BOUNDARY BAY: Weiland Golden OK'd to Handle Reorganization Case

BPP TEXAS: Wants to Hire FTI Consulting as Financial Advisor
CALIFORNIA GAS: Case Summary & 7 Largest Unsecured Creditors
CALVARY BAPTIST: Suit v. Church Mortgage Goes to State Court
CARE CENTER: Case Summary & Creditors List
CARGO TRANSPORTATION: Committee Taps DLA Piper as General Counsel

CATHOLIC CHURCH: Abuse Survivors Oppose Wilmington Plan
CATHOLIC CHURCH: Milwaukee Wins OK to Seal Victim Letter
CATHOLIC CHURCH: Wilm. Panel Wins Ok to Tap Rutter as Arbitrator
CDC PROPERTIES I: Unsecureds to Receive $50,000 Every 6 Months
CDC PROPERTIES II: Sec. 341 Creditors' Meeting Set for July 13

CEDAR FUNDING: Judge Novack Approves Final $1.34 Million Fees
CELL THERAPEUTICS: Increase in Authorized Common Shares Approved
CENTRAL FALLS: Moody's Downgrades Bond Rating to 'Caa1'
CHARLES LETT: Dist. Ct. Says Plan Violates Absolute Priority Rule
CHRISTIAN BROTHERS: Court OKs Pachulski Stang as Committee Counsel

CKX INC: Moody's Assigns 'B2' Corporate Family Rating
CKX INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
CLEAN HARBORS: Moody's Raises Liquidity Rating to SGL-2 from SGL-3
CLEARWIRE CORP: Eleven Directors Elected at Annual Meeting
COBE CHEMICAL: Case Summary & 20 Largest Unsecured Creditors

COLTS RUN: Has Access to Cash Collateral Until Mid-August
COLTS RUN: Wants Court's OK to Pay Counsel Fees from PNC Bank Cash
COMMANDER PREMIER: Facing Eviction, Files for Chapter 11
COMMANDER PREMIER: Case Summary & 20 Largest Unsecured Creditors
COMSTOCK MINING: Files Form S-3; Registers 6.32MM Common Shares

CONSPIRACY ENTERTAINMENT: Sirus Ahmadi Resigns as Pres. and CEO
COSO GEOTHERMAL: Moody's Downgrades Rating on Certificates to B2
COUNTRYVIEW MHC: Can Access BofA Cash Collateral Until June 30
CPAC, INC.: Case Summary & 20 Largest Unsecured Creditors
CROATAN SURF: Edwards Family Wants Stay Hearing Moved for 30 Days

CROSS COUNTY: John P. Lewis OK'd as Primary Bankruptcy Counsel
CUMULUS MEDIA: S&P Assigns Preliminary 'B+' Rating
DARLING INT'L: S&P Raises Rating on $250MM Senior Notes to 'BB'
DEEP MARINE: Minority Shareholders' D&O Claim Belongs to Estate
DESERT CAPITAL: Tosses Out Protest on Involuntary Filing

DEVELOPING EQUITIES: Wants Until November 30 to Solicit Plan Votes
DIABETES AMERICA: Creditor Wants Chapter 11 Trustee Appointed
DOLE FOOD: S&P Assigns Preliminary 'BB-' Rating to $900MM Loan
DOLLAR GENERAL: S&P Puts 'BB' Corporate Rating on Watch Positive
DOMINO LOGISTICS: Dist. Court Rules in Overtime Pay Lawsuit

DPL INC: Fitch Expects to Cut Unsecured Debt Rating to 'BB+'
DREIER LLP: Court Rules on 3 Avoidance Suits v. Hedge Funds
DREIER LLP: Xerion Fund, Ch.11 Trustee Settle Avoidance Suit
DRUM CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
DUKE INVESTMENTS: Court Says Atty. Should Not Sign Proof of Claim

EIGER LLC: Reopens Restaurant After Case Dismissed
ELIASON CREEK: Case Summary & 17 Largest Unsecured Creditors
ENCINO CORPORATE: Wants Access to Cash Collateral Until Sept. 30
ENDO PHARMACEUTICALS: S&P Assigns 'BB-' Rating to EUR900MM Notes
ENRON CORP: Creditors Settle With Linda, Kenneth Lay Estate
EQK BRIDGEVIEW: Court Wants Plan Confirmed by Aug. 31

EQUIPMENT MANAGEMENT: Has Until Sept. 7 to Decide on Leases
ERFE COMPANY: Voluntary Chapter 11 Case Summary
FAIRWAY COMMONS: Case Summary & 16 Largest Unsecured Creditors
EXTENDED STAY: Trust Sues Blackstone for $8-Bil. Over Buyout
EXTENDED STAY: Files 3rd Post-Confirmation Status Report

EXTENDED STAY: Affiliates File First Quarter Operating Reports
FLORIDA EXTRUDERS: U.S. Trustee Forms 5-Member Creditors' Panel
FLORIDA EXTRUDERS: Files Schedules of Assets & Liabilities
FPD LLC: Can Access Wells Fargo Cash Collateral Until June 30
GALLOP ENTERPRISES: Appeals to Redeem Foreclosed Assets Dismissed

GAMETECH INT'L: Enters Into New Loan Pact with Current Lenders
GARY BURIVAL: 8th Cir. Tosses Lawyer's Appeal to Collect Fees
GARY BURIVAL: Dist. Ct. Affirms Ruling Voiding Landlord's Lien
GARY PHILLIPS: Has Continued Access to $600,000 Construction Loan
GMI LAND: Dist. Court Affirms Reversal of Stay Relief Order

GOLD HILL: Mack & Mack OK'd to Represent in Real Estate Closings
GOLD RESERVE: NYSE Seeks to Delist Firm's Shares From Exchange
GONZALES REDEVELOPMENT: S&P Corrects Rating on Bonds to 'BB+'
GREATER ST PAUL: Case Summary & 20 Largest Unsecured Creditors
GUIDED THERAPEUTICS: To Hold Annual Meeting on Aug. 12

GYMBOREE CORP: S&P Cuts CCR to 'B' on Margin Deterioration
HAMILTON BEACH: Moody's Withdraws 'B1' Corporate Family Rating
HEARUSA INC: Development Specialists as Restructuring Advisor OK'd
HEARUSA INC: Court OKs Sonenshine Partners as Investment Bankers
HEARUSA INC: Files Schedules of Assets and Liabilities

HEARUSA INC: Files List of Largest Unsecured Unsecured Creditors
HEAVY IRON: Case Summary & 2 Largest Unsecured Creditors
HIGHLANDS OF LOS GATOS: Ch. 11 Case Converted to Ch. 7 Liquidation
HOMELAND SECURITY: Inks Employment Pact with CEO Thomas McMillen
IMH FINANCIAL: Desert Stock Owns 50% of Class B-4 Common Shares

IMUA BLUEHENS: Case Summary & 19 Largest Unsecured Creditors
INDIANAPOLIS DOWNS: Provides Schedules of Assets & Liabilities
INTCOMEX INC: S&P Affirms 'B' CCR; Outlook Revised to Negative
IRVINE SENSORS: Scott Reed Resigns from Board of Directors
JAVIER ZAVALA: Claims v. Ex-Counsel May Be Pursued in Other Forum

JAVIER ZAVALA: Has Green Light to Sell Assets & Hire Broker
JOHN C FLOOD: D.C. Circuit Rules on Trademark Dispute
JUTTE ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
KINGSLEY ARMS: Case Summary & 6 Largest Unsecured Creditors
KOBRA EFS: Case Summary & 16 Largest Unsecured Creditors

KV PHARMACEUTICAL: To Divest Generics Business to Zydus
LANDSOURCE COMMUNITIES: Liquidating Trust Drops Suit vs. Lennar
LDG SOUTH: Halsatt, CC DEevco Bid $13.3 Million for Property
LENDER PROCESSING: S&P Affirms CCR at 'BB+'; Outlook Negative
LOCATEPLUS HOLDINGS: Files for Chapter 11 to Stop Foreclosure

LOCATEPLUS HOLDINGS: Case Summary & 14 Largest Unsecured Creditors
LOMA REINSURANCE: S&P Gives 'BB-' Rating on $100MM Class A Notes
MEUNGHEE JOUNG: Can't Convert to Ch. 11 Due to Bad Faith Filing
MGM RESORTS: Eleven Directors Elected at Annual Meeting
MILLENNIUM INORGANIC: S&P Affirms CCR at 'B+'; Outlook Positive

MILLER HEALTH: Case Summary & 20 Largest Unsecured Creditors
MOBILITIE INVESTMENTS: S&P Assigns 'B' CCR; Outlook Is Stable
MPG OFFICE: Six Directors Elected at Annual Meeting
MYD SAMAO: Court Converts Case to Chapter 7 Liquidation
NEAL-WILLIAMS, INC.: Case Summary & 20 Largest Unsecured Creditors

NEW STREAM: With Plan 'Sidelined,' Seeks More Exclusivity
NORTEL NETWORKS: Mediator to Decide on Division of Proceeds
NORTHERN BERKSHIRE: Fitch Downgrades Revenue Bonds to 'D'
NORTHERN BERKSHIRE: S&P Cuts Bond Rating to 'D' on Ch. 11 Filing
NOVA CHEMICALS: Moody's Raises Corporate Family Rating to 'Ba1'

OLSEN AGRICULTURAL: Hires Greene & Markley as Bankr. Counsel
OLSEN AGRICULTURAL: Taps Hamstreet & Assoc. as Financial Advisor
OLSEN AGRICULTURAL: U.S. Trustee Appoints Creditors Committee
OLSEN AGRICULTURAL: Sec. 341 Creditors' Meeting Set for July 6
ONE PELICAN: Ch. 11 Filing Stops Foreclosure

PACESETTER FABRICS: Case Summary & 20 Largest Unsecured Creditors
PAPERWORKS INDUSTRIES: S&P Withdraws 'B' Corp. Credit Rating
PEACHTREE INNS: Voluntary Chapter 11 Case Summary
PEGASUS RURAL: Xanadoo Units Have OK for $1.6-Mil. Parent Loan
PHILADELPHIA RITTENHOUSE: Court Names Carl Dranoff as Receiver

PITTSBURGH ACQUISITION: Moody's Assigns B1 CFR; Outlook Stable
PLATINUM PROPERTIES: Files Schedules of Assets & Liabilities
PLATINUM PROPERTIES: Court Approves Baker & Daniels as Counsel
PLATINUM PROPERTIES: U.S. Trustee Unable to Form Committee
POINT BLANK: Needs Additional Time to Negotiate Exit Strategy

PRIMUS TELECOMS: Moody's Assigns '(P)B3' Rating to New Notes
PRODUCTION RESOURCE: S&P Assigns 'B' Corporate Credit Rating
PROTEONOMIX INC: Hires Bedminster Financial as Investment Banker
QSGI INC: Merged With KruseCom, Set to Emerge from Ch. 11
R&S ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors

REYNOLDS GROUP: Moody's Reviews B2 Ratings for Downgrade
ROCK & REPUBLIC: Ex-CEO To Step Back From Wind-Down Process
ROTECH HEALTHCARE: Nelson Obus Discloses 6.6% Equity Stake
ROUND TABLE: Taps Davis Wright to Handle Tax Law Matters
ROUND TABLE: Taps Farella Braun for Non-Bankruptcy Corporate Law

ROUND TABLE: Taps Snell & Wilmer to Handle Franchise Law Matters
RYLAND GROUP: Fitch Affirms IDR at 'BB'; Outlook Stable
S & B PREMIER: Case Summary & 2 Largest Unsecured Creditors
SB PARTNERS: Incurs $623,100 Net Loss in 2010
SEQUA CORP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive

SILGAN HOLDINGS: S&P Affirms Corporate Credit Rating at 'BB+'
SMART ONLINE: Three Directors Elected at Annual Meeting
SOLO CUP: Fitch Affirms 'B-' Issuer Default Rating
SOTHEBY'S: S&P Raises Ratings on Sr. & Convertible Notes to 'BB'
SPANSION INC: Reaches Patent Litigation Settlement With Samsung

SPECIALTY TRUST: Files Amended Plan; U.S. Bank to Receive $16.5MM
SRAM LLC: S&P Assigns 'B+' Rating to Credit Facilities
STATION CASINOS: Settles With U.S. Govt. on Income Tax Liability
STEEPLECHASE VILLAGE: Case Summary & 15 Largest Unsec Creditors
TAJ OF SARASOTA: Case Summary & 6 Largest Unsecured Creditors

TELETOUCH COMMUNICATIONS: Enters Into RRA with TLL Partners
TELETOUCH COMMUNICATIONS: Files Form S-1; To Offer 20.5MM Shares
TEXOMA PIZZA: N.D. Texas Court Confirms Bankruptcy Plan
THOMAS E SETTLES: Court Rules on $641T Tax Dispute With IRS
TOWER OAKS: Creditor CWCapital Asset Does Not Consent to Cash Use

TRANS ENERGY: Reports $11.77 Million Net Income in March 31 Qtr.
TRI-VALLEY DISTRIBUTING: WULA Transfer Not Fraudulent
TWIN RIVER: Moody's Confirms 'B2' CFR; Outlook Positive
UNISYS CORP: Elects Alison Davis to Board of Directors
US AIRWAYS: Pilots Sue Over Violation Of Legal Obligation

US AIRWAYS: Strikes Deal With Delta to Transfer Flying Rights
US AIRWAYS: Pilots Call Termination of Safety Executive
US FIDELIS: Seeks Use of Mepco Cash Collateral Until Sept. 30
VENTO FAMILY: Files New Schedules of Assets and Liabilities
VENTO FAMILY: Court OKs Employment of Kaemper Crowel as Counsel

VIDEOTRON LTEE: S&P Rates C$300MM Sr. Unsecured Notes at 'BB'
VILLAGE AT LAKERIDGE: Case Summary & 3 Largest Unsecured Creditors
WASHINGTON MUTUAL: Senior Noteholders Make Limited Plan Objection
WAVE SYSTEMS: Five Directors Elected at Annual Meeting
WEST END FIN'L: Lawyer May Be Required to Disgorge Payments

WESTMORELAND COAL: Appoints SVP and Corporate Controller
WINDSOR CHARTER: S&P Raises Rating on Revenue Bonds From 'BB+'
WILLIAM DANIELS: Must Turn Over IRA Funds to Chapter 7 Trustee
WOLF HOLLOW: S&P Puts 'CCC+' Rating on $260MM Sr. Debt on Watch
W.R. GRACE: Settles TIPA Patents Dispute WITH Fosroc-Intl

W.R. GRACE: Settles EPA's Curtis Bay Admin. Claim for $150,000
W.R. GRACE: Says Small Minority of Creditors Can't Hold Up Plan

* Bankruptcy Foreclosure Issue Reversed on Appeal

* Availability of Financing Surges as Bankruptcies Decline

* May Claims Trading Declines with Lehman Activity Down

* Upcoming Meetings, Conferences and Seminars


                            *********


50 EAST: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 50 East Business Center LTD Partnership
        P.O. Box 1724
        Carson City, NV 89702

Bankruptcy Case No.: 11-52001

Chapter 11 Petition Date: June 17, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Stephen R. Harris, Esq.
                  BELDING, HARRIS & PETRONI, LTD
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@renolaw.biz

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

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-52001.pdf

The petition was signed by John C. Serpa, Jr., general partner.

Affiliates that sought Chapter 11 protection on June 17, 2011:

        Debtor                        Case No.
        ------                        --------
AAA Mini Storage                      11-52002
South Carson Mini Storage             11-52004


AIR CANADA: Moody's Affirms 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Air Canada's B3 corporate
family rating, B3 probability of default rating, Caa1 second lien
senior secured rating and SGL-2 liquidity rating. At the same
time, Air Canada's first priority senior secured notes were
upgraded to B1 from B2. The ratings outlook remains stable.

RATINGS RATIONALE

"The affirmation of Air Canada's corporate family rating reflects
Moody's view that it has the capacity to withstand both an
expected deterioration in its operating results through 2011 as a
result of higher fuel costs as well as meaningful challenges
stemming from the need to renew its expired labor collective
agreements", said Darren Kirk, vice president and senior analyst
with Moody's.

The upgrade of the first lien senior secured instrument ratings
prospectively considers Moody's view that Air Canada will apply
its free cash flow generation to reduce roughly $400 million of
similar ranking indebtedness over the next twelve months. As well,
Air Canada's underfunded pension deficit (on an accounting rather
than a solvency basis) increased by almost $900 million in 2010,
which, pursuant to Moody's loss-given-default methodology, drives
an expected improvement in the recovery prospects for first lien
noteholders, as the increase in the lower-ranking liability
provides greater cushion to the secured creditors. Second lien
secured noteholders benefit from these same factors, however not
to a sufficient degree to warrant a change in the second lien
notes rating.

Air Canada's B3 corporate family rating is heavily influenced by
its significant adjusted leverage of 6.7x, which Moody's believes
will increase to over 8x through 2011 as earnings are pressured by
rising fuel costs. The near term need to renew expired labor
contracts, escalating pension funding requirements, growing
competition from lower-cost carriers and the company's very high
cost structure arising from its legacy carrier status also weigh
on the rating. Favorably, the rating reflects Air Canada's
meaningful scale and leading market share of domestic, transborder
and international routes in and out of Canada. As well, despite
its elevated leverage, free cash flow should remain modestly
positive through the next few years as Air Canada's mainline fleet
is of a relatively young age and near term capital expenditures
will consequently be relatively light. Liquidity is good,
underscored by sizeable cash balances and Moody's expects Air
Canada's free cash flow will be directed towards debt reduction in
order to strengthen its balance sheet before capital expenditures
and pension funding requirements become more significant starting
in late 2013.

The ratings outlook is stable and reflects Moody's expectation
that Air Canada's key credit metrics will deteriorate through the
next 12-18 months due to the increase in fuel costs, but remain
appropriate for its rating. Upward rating movement is dependent
upon improvements in leverage and coverage metrics and maintenance
of good liquidity. Successful negotiation of its expired
collective labor agreements would also be required for an upgrade.
Sustained metrics associated with upgrade considerations would
include Debt/ EBITDA towards 6.5x and cash/ revenues around 20%.
Downward rating pressure could occur if Debt/ EBITDA were expected
to be sustained above 8.5x or should cash trend into the low teens
as a percentage of revenues.

These ratings have been affirmed:

   -- Corporate Family Rating, affirmed B3;

   -- Probability of Default Rating, affirmed B3;

   -- Speculative Grade Liquidity Rating, affirmed SGL-2;

   -- $199 million senior secured 2nd lien notes due 2016,
affirmed at Caa1, LGD4, 66% from LGD5, 78%

These ratings have been upgraded:

   -- $597 million senior secured 1st lien notes due 2015,
upgraded to B1, LGD2, 28%, from B2, LGD3, 34%;

   -- $300 million senior secured 1st lien notes due 2015,
upgraded to B1 LGD2, 28%, from B2, LGD3, 34%;

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

Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada and beyond its
borders and also provides cargo and tour operator services.
Revenues for the trailing twelve months to March 31, 2011 were
approximately $11 billion.


ALERE INC: S&P Assigns 'BB-' Senior Secured Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured rating and a '2' recovery rating (indicating 70%-90%
expected recovery in the event of a default) to Waltham, Mass.-
based Alere Inc.'s $2 billion senior secured credit facility. The
facility consists of a $250 million revolver due 2016, a $700
million term loan A due 2016, a $300 million delayed-draw term
loan A, and a $750 million term loan B due 2017.

Standard & Poor's also raised its senior unsecured debt rating on
Alere's 7.875% senior unsecured notes to 'B' from 'B-' and revised
its recovery rating on the notes to '5' from '6'. The '5' recovery
rating indicates modest (10%-30%) recovery under a default
scenario. The rating on Alere's subordinated debt remains 'B-'
with a recovery rating of '6'.

"We also affirmed our 'B+' corporate credit rating on Alere. The
outlook remains stable," S&P said.

"The ratings on Alere reflect the company's aggressive financial
risk profile and the uncertain prospects of its health management
business," said Standard & Poor's credit analyst Arthur Wong.
Somewhat offsetting these concerns are its broadening portfolio of
professional diagnostic products and its position as one of the
largest providers of health management services in the industry.


ALLIANCE HEALTHCARE: Moody's Rates New Credit Facilities 'Ba3'
--------------------------------------------------------------
Moody's Investors Service rated Alliance Healthcare Services,
Inc.'s new $590 million senior secured credit facilities Ba3 and
affirmed all other ratings including the Corporate Family and
Probability of Default ratings at B1. The outlook remains stable.

Proceeds are intended to refinance the existing credit facilities,
pay transaction expenses and extend out the revolver and term loan
maturities to 2016 & 2017, respectively. The transaction has only
a negligible impact on leverage.

These ratings were assigned:

   -- $470 million senior secured term loan B at Ba3 (LGD 3, 35%);

   -- $120 million revolving credit facility at Ba3 (LGD 3, 35%);

These ratings were affirmed:

   -- Corporate Family Rating at B1;

   -- Probability of Default Rating at B1;

   -- $190 million senior notes at B3 (LGD 6, 90%) from
(LGD 5, 89%)

   -- $450 million existing senior secured term loan at Ba3
(LGD 3, 34%);

   -- $120 million existing revolving credit facility at Ba3
(LGD 3, 34%).

   -- Speculative Grade Liquidity Rating at SGL-2;

The ratings on the existing $450 million term loan and $120
million revolver will be withdrawn upon the close of the new bank
facilities:

Alliance's B1 Corporate Family Rating reflects the company's
relatively high financial leverage, weak interest coverage and
challenging top line performance. High unemployment and lower
client volumes have adversely impacted both revenues and operating
margins. While volumes continue to be down, pricing pressures
persist for the MRI and PET/CT businesses. Growth in 2011 is
largely expected to come from acquisitions, primarily in radiation
oncology, a segment which the company is set on expanding.

Alternatively, the rating is supported by Alliance's good
liquidity position, characterized by stable free cash flow
generation and a sizable revolving credit facility. The rating
also reflects the company's unique business model of partnering
with hospitals, which shields Alliance from the direct and
immediate effect of changes in third party reimbursement and
allows the company to expand based on demand for services rather
than bearing the risk of non-hospital, physician based greenfield
de novo development.

The stable outlook reflects Moody's expectation that the company
can continue to mitigate the challenges presented by the current
economic environment, continue to post stable operating results
and generate free cash flow to fund expansion. Moody's also
expects that the company will maintain a disciplined approach to
acquisitions and its use of available cash for further investments
in the business.

The outlook could be changed to positive if the company can
demonstrate solid positive growth and maintain profitability in
this difficult operating environment. However, Moody's believes
that pressures on parts of the company's business may prevent this
type of improvement in the near-term. Positive pressure on the
ratings would also be predicated on the company's ability to
effectively integrate acquisitions without a material detriment to
operating results. Should the company generate positive growth in
profitability, resulting in deleveraging below 4 times and
adjusted free cash flow to debt above 8%, the ratings could be
upgraded.

The ratings could be downgraded if continued pressure on the
imaging business cannot be offset through expansion. Moody's could
also consider a downgrade if the company undertakes debt-financed
acquisitions, should liquidity deteriorate or debt to EBITDA
increase above 5 times.

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

Alliance HealthCare Services, Inc. ("Alliance") is a national
provider of outpatient diagnostic imaging and radiation oncology
services. The company maintained 559 diagnostic imaging and
radiation oncology systems, including 304 MRI systems and 126 PET
or PET/CT systems at March 31, 2011. The company operated 136
fixed-site imaging centers, which constitutes systems installed in
hospitals or other medical buildings on or near hospital campuses.
The company also operated 27 radiation oncology centers and
stereotactic radio surgery facilities. Pro forma revenue for the
twelve months ended March 31, 2011 was approximately $519 million.


AMADO GUTANG: Deutsche Bank Lien Has Priority Over JPMorgan's
-------------------------------------------------------------
Chief Bankruptcy Judge James M. Marlar ruled that the lien under
the revolving Home Equity Line of Credit of Bank One, N.A. -- now
JPMorgan Chase -- should be equitably subrogated to Deutsche
Bank's lien, to the extent of $249,939.  Both creditors claim to
be in first lien position on the property of Amado Bautista Gutang
and Esperanza Cases Gutang located at 4120 E. 4th St., Tucson,
Arizona.

Deutsche Bank acquired interest in a $300,000 loan the Debtors
obtained from Western Residential Mortgage, Inc.  Chase recorded a
second Deed of Trust of $117,000 with respect to the property.

The Debtors filed a proposed Chapter 11 Plan on April 2, 2010.
The Debtors classify the claims relating to the Property as Class
2-F (Deutsche Bank), Class 2-G (Specialized Loan) and Class 2-H
(Chase).  The Debtors assert that Deutsche Bank is in first
position, that Specialized Loan Servicing is in second position
and that JPMorgan Chase, is in third position.

Specialized Loan Servicing has not participated in the dispute,
nor filed a claim.

Deutsche Bank filed its Proof of Claim on Feb. 22, 2010, alleging
that it was a secured claim, with an amount owed it of $251,374.
JPMorgan filed its Proof of Claim on Jan. 27, 2010, alleging a
secured claim of $121,426.  Deutsche Bank and JPMorgan Chase Bank
each claim to be in first position.  The Property's fair market
value is $200,000.

A copy of Judge Marlar's June 16, 2011 Memorandum Decision is
available at http://is.gd/wcpxgMfrom Leagle.com.

Amado Bautista Gutang and Esperanza Cases Gutang, based in Tucson,
Arizona, filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No.
09-31832) on Dec. 9, 2009.  The Law Offices of Nasser U. Abujbarah
-- NUALegal@yahoo.com -- serves as bankruptcy counsel.  In their
joint petition, the Debtors estimated $1 million to $10 million in
assets and $500,001 to $1 million in debts.


AMERICAN PATRIOT: John Belew Resigns as President & Bank CEO
------------------------------------------------------------
John D. Belew notified the Chairman of the Board of Directors of
American Patriot Financial Group, Inc., in writing that he was
resigning as President and Chief Executive Officer of the Company
and the Company's bank subsidiary, American Patriot Bank, as well
as from his positions as a director of each of the Company and the
Bank, each effective June 15, 2011.  Mr. Belew is named as a
nominee for re-election as a director of the Company in the proxy
statement for the Company's annual meeting of shareholders to be
held on June 23, 2011.  However, Mr. Belew has now resigned as a
director and withdrawn his candidacy for re-election as a
director.  Notwithstanding language in the proxy statement to the
contrary, he will not be nominated for election as a director at
the annual meeting.  No other nominee for election as a director
will be named in his place, and the Board of Directors intends to
take action to reduce the number of directors so there is no
current vacancy on the Board.

On June 14, 2011, the Company promoted James Randal Hall, the
Bank's Senior Vice President - Senior Lender and Chief Credit
Officer, to serve as interim President and Chief Executive Officer
of the Company and the Bank, effective upon Mr. Belew's
resignation on June 15, 2011, while the Board of Directors
considers candidates, including Mr. Hall, to replace Mr. Belew on
a permanent basis.  Mr. Hall, age 55, has served as the Bank's
Senior Vice President - Senior Lender and Chief Credit Officer
since August 2010.  Prior to that time, he served as Senior Vice
President - Lending, Chief Lending Officer with Clayton Bank and
Trust in Knoxville, Tennessee from May 2008 to August 2010 and
Senior Vice President of Commercial Lending with Citizens Bank in
Morristown, Tennessee from December 2001 to May 2008.

Mr. Hall will receive a salary of $140,000 per year for his
services to the Company and the Bank.  Mr. Hall will be also
eligible for participation in the Company's standard employee
benefit programs.

                       About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

The Company reported a net loss of $2.29 million on $5.04 million
of total interest and dividend income for the year ended Dec. 31,
2010, compared with a net loss of $4.02 million on $6.23 million
of total interest and dividend income during the prior year.

The Company's balance sheet at March 31, 2011, showed
$98.07 million in total assets, $96.21 million in total
liabilities, and $1.86 million in total stockholders' equity.

As reported by the TCR on April 6, 2011, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses for the past four years resulting in a retained
deficit of $5,946,761.  At Dec. 31, 2010, the Company and its
subsidiary were significantly undercapitalized based on regulatory
standards and has consented to an Order to Cease and Desist with
its primary federal regulator that requires, among other
provisions, that it achieve regulatory capital thresholds that are
significantly in excess of its current actual capital levels.  The
Company's nonperforming assets have increased significantly during
2010 and 2009 related primarily to deterioration in the credit
quality of its loans collateralized by real estate.  The Company,
at the holding company level, has a note payable that was due Feb.
28, 2011; however, the Company does not currently have sufficient
funds to pay off this note and it is uncertain whether the lender
will renew the note, or whether the Company can raise sufficient
capital to pay off the note.  This note is securitized by 100% of
the stock of the subsidiary.


ARGENTUM MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Argentum Medical, LLC
        3700 N. Lake Shore Dr., #106
        Chicago, IL 60613

Bankruptcy Case No.: 11-25515

Chapter 11 Petition Date: June 17, 2011

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

Judge: John H. Squires

Debtor's Counsel: Scott R. Clar, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.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/ilnb11-25515.pdf

The petition was signed by Gregg N. Silver, chairman, CEO.


API TECH: Moody's 'B2' Corporate Unaffected Facility Revisions
--------------------------------------------------------------
Moody's Investors Service said the B2 corporate family and bank
loan ratings of API Technologies, Inc., that were initially
assigned on May 12, 2011, are unaffected by revisions to the
planned credit facility. API will use the facility along with an
equity contribution to acquire Spectrum Controls, Inc. While
Moody's acknowledges slightly weaker interest coverage and a
smaller than expected revolver, the deal's equity component has
risen and helps support the assigned ratings.

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

API Technologies, Inc. designs, develops and manufactures
electronic components for military and aerospace applications,
including mission critical information systems and technologies.
Annual revenues, proforma for the acquisition of Spectrum Control,
Inc., would be about $380 million.


ART ONE: Gives Up Properties to Cathay; Case Set for Dismissal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
approved the agreed stipulation resolving motion of Cathay Bank
for orders (A) dismissing ART One Hickory Corporation's Chapter 11
case or, in the alternative, (B) (i) granting Cathay Bank relief
from the automatic stay, as to the mortgaged properties, and (ii)
prohibiting the Debtor from using Cathay Bank's cash collateral.

As of the Petition Date, the total mortgage obligation due and
owing to Cathay Bank is $18,049,592, plus accrued attorneys' fees
and costs, along with post-petition interest, fees and costs as
may be allowed.

As stipulated, the parties, among others, agreed:

  -- The automatic stay is lifted as to Cathay Bank and the
     mortgaged properties to permit Cathay Bank to foreclose its
     liens.  Upon the closing of the sale of the properties, the
     Debtor will collect, or cause to be collected, the rents from
     the properties and pay operating expenses from the collected
     rents pursuant to a cash collateral budget, mutually
     agreeable to the Debtor and Cathay Bank.

  -- The Debtor's Chapter 11 case is dismissed effective on
     July 31, 2011.

  -- The Debtor will cause Regis Property Management, LLC, to
     to take any and all actions necessary to insure that TCR,
     Prime, JMJ, UHF, Lawyers Assistance and the Law Offices
     vacate the properties on or before Aug. 31, 2011.

  -- Within 3 business days of the closing of the sale of the
     properties, Cathay Bank will report to the Debtor in writing
     the price paid at the foreclosure sale.  Within 2 business
     days following the receipt of the Sales Report, the Debtor
     or Regis will turn-over, or cause to be turned-over, to
     Cathay Bank any and all cash collateral in their possession,
     including, without limitation, any rents and security
     deposits with respect to the properties.

  -- Effective upon the closing of the sale of the properties by
     Cathay Bank, and except as otherwise expressly provided,
     Cathay Bank and the Debtor forever release one another from
     all claims and obligations relating to the Financing
     Agreements; provided, however, the release provided by Cathay
     Bank does not release the Debtor from any and all claims and
     obligations with respect to any damage by the Debtor and the
     Debtor Related Entities with respect to the properties.

     Effective upon the closing of the sale of the properties by
     Cathay Bank, and except as otherwise expressly provided,
     Cathay Bank forever releases TCI from all claims and
     obligations relating to its guarantee of the obligations owed
     to Cathay under the Financing Agreements, including the
     obligations under the TCR Guaranty Agreements; provided,
     however, the release provided by Cathay Bank does not release
     TCR from any and all claims and obligations with respect to
     any damage by the Debtor and the Debtor Related Entities with
     respect to the properties.

As reported in the TCR on June 1, 2011, Cathay Bank asked the
Bankruptcy Court to dismiss the Chapter 11 case of ART One Hickory
Corporation as it was filed in bad faith.

Cathay Bank further asked that it be granted relief from the
automatic stay to continue with the foreclosure/public auction of
the real properties owned by the Debtor and upon which Cathay Bank
holds liens.  The real property are encumbered by, among other
things, liens granted to Cathay Bank by the Debtor in connection
with certain financing provided by Cathay Bank to the Debtor and
over $1 million in tax lien.

Cathay Bank said the case should be dismissed to stop the
substantial and continuing diminution of the Debtor's bankruptcy
estate as it continues to accrue substantial operating expenses
without sufficient income to fund these expenditures.  Cathay Bank
relates that the Debtor lacks any reasonable likelihood of
rehabilitation.

                          About ART One

Fort Worth, Texas-based ART One Hickory Corporation, aka ART Two
Hickory Corporation owns two four-story office buildings in North
Dallas, Texas.  The first is located at 1800 Valley View Lane,
Dallas, Texas 75234, and is approximately 102,612 square feet.
The second is located at 1750 Valley View Lane, Dallas, Texas
75234, and is approximately 96,124 square feet.

ART One filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-42024) on April 4, 2011.  Robert A. Simon, Esq.,
and Spencer D. Solomon, Esq., at Barlow Garsek & Simon, LLP, in
Fort Worth, Tex., serve as the Debtor's bankruptcy counsel.  The
Debtor disclosed $24,770,573 in assets and $19,558,705 in
liabilities as of the Chapter 11 filing.


ARTECITY MANAGEMENT: Combined Hearing on Plan Set for June 29
-------------------------------------------------------------
Artecity Management LLC, et al., filed with the U.S. Bankruptcy
Court for the Southern District of Florida on June 3, 2011, a
third amended disclosure statement in support of their third
amended joint plan of liquidation.

The Court has set a June 29 hearing at 3:00 p.m. to consider
approval of the disclosure statement.  The Debtor also scheduled
the confirmation hearing on the same date and time as the
disclosure statement hearing.  Objections to approval of the
disclosure statement or confirmation of the Plan must be filed and
served upon counsel for the Debtors, Levine Kellogg Lehman
Schneider + Grossman LLP by June 24, 2011.

The principal means of funding the Plan are proceeds of the sale
of condominium units comprising the Artecity Project and a
percentage of proceeds of potential litigation recoveries.

Pursuant to the terms of the Third Amended Joint Plan of
Liquidation:

  i) the holders of the remaining 10 Deposit Claims under Class 1
     may choose Election A or Election B for treatment of their
     Claims.  The Debtors believe that all Deposit Claimants will
     choose Election A, thereby having their Claims classified in
     the Plan under Class 4A and resulting in the waiver and
     release of Unsecured portions of Deposit Claims.  If any
     Deposit Claim holders choose Election B, they will retain the
     right to assert an Unsecured Election B Priority Deposit
     Claim for up to the amount of $2,600 pursuant to Section
     507(a)(7) of the Bankruptcy Code;

ii) with respect to sold units, the allowed secured claim of
     Miami-Dade County Tax Collector in Class 2 will be paid from
     sale proceeds upon closing of the sales; with respect to
     unsold units at the Sale, the portion of the Tax Collectors'
     Class 2 Claim secured by the unsold units for delinquent
     taxes will be come the obligation of the purchaser of the
     unsold units;

iii) the allowed CCV secured claim in Class 3 will be deemed to
     have made an election to have its entire Claim treated as
     secured under 11 U.S.C. Section 111(b)(2), which will be
     deemed allowed in the amount of $51 million.  Subject to
     approval of the Court, and pursuant to the Bidding Procedures
     attached to the Plan, CCV will serve as the stalking horse
     bidder at the Sale to sell the Unsold Units with an opening
     credit of $50 million.  CCV will also have the right to
     credit bid up to $51 million plus any outstanding
     indebtedness on the CCV DIP Loan at the Sale.  If CCV is not
     designated by the Court to be the successful bidder at the
     Sale, the Disbursing Agent will transfer all proceeds of the
     Sale to CCV.

iv) Class 4A and 4B Claims consist of the Secured portion of
     Deposit Claims.  Each holder of a Deposit Claim may choose
     between: (i) Election A, or (ii) Election B.  If the holder
     of a Deposit Claim chooses Election A, he will have only one
     Claim under the Plan.  If the holder of a Deposit Claim
     chooses Election B, he will retain three classified Claims
     under the Plan, subject to such Claims being deemed Allowed
     over objections by the Reorganized Debtors, consisting of a
     Secured Claim in Class 4B, an Unsecured Class 1 Claim up to
     $2,600, and an Unsecured Class 5 Claim.

     Election A: each holder of a Deposit Claim who chooses
     Election A will receive a lump sum payment equal to half of
     10% of the purchase price set forth in the applicable
     Preconstruction Agreement and the Debtors will receive the
     other half of 10% of the purchase price plus accrued interest
     on the deposit from the Fidelity Escrow Reserve.

     Election B: a holder of a Deposit Claim who proceeds with
     Election B will not receive any Distribution on the Effective
     Date, but will retain all rights to contest the Debtors'
     objection to any proofs of Claim or adversary proceedings
     filed with respect to the Deposit Claim.

  v) holders of allowed general unsecured claims under Class 5
     will receive pro rata Distributions from the Reorganized
     Debtors' interest in net litigation recoveries, which
     recoveries will be distributed from time to time in the
     Disbursing Agent's discretion.

vi) Equity Interest holders will continue to exist under the
     plan, but they will not have any rights to authorize or
     direct the Debtors in any manner and all property, voting,
     and any associated decision-making rights will be
     extinguished.

A copy of the Third Amended Disclosure Statement is available at:

        http://bankrupt.com/misc/artecity.3rdamendedDS.pdf

                     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.


ASUTOSH GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Asutosh Group, LLC
        220 Ponte Vedra Park Dr., Suite #140
        Ponte Vedra Beach, FL 32082

Bankruptcy Case No.: 11-04506

Chapter 11 Petition Date: June 17, 2011

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

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

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

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

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

The petition was signed by Anil D. Patel, manager of Adcore, LLC,
Debtor's managing member.


AUM SHREE: Debtor's Mortgage Assignment Gripes Silenced
-------------------------------------------------------
WestLaw reports that a mortgagee's assignment, and its assignee's
subsequent reassignment, of properly perfected mortgages on
property of a Chapter 11 debtor did not involve a transfer of an
"interest of the debtor in property" or of any "property of the
estate."  Thus, they were not avoidable by the debtor-in-
possession as preferential or fraudulent, or as unauthorized
postpetition, transfers.  In re Aum Shree of Tampa, LLC, --- B.R.
----, 2011 WL 1883031 (Bankr. M.D. Fla.) (Delano, J.).

The Honorable Caryl E. Delano entered his order granting the
lender's motion for summary judgment on May 17, 2011, in Aum Shree
of Tampa, LLC v. HSBC Bank USA, National Association, as Indenture
Trustee under that certain indenture dated as of June 1, 2005,
Adv. Pro. No. 10-00391 (Bankr. M.D. Fla.).

Aum Shree of Tampa, LLC, dba Comfort Inn, sought chapter 11
protection (Bankr. M.D. Fla. Case No. 10-06231) on Mar. 19, 2010.
A copy of the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/flmb10-06231.pdfat no charge.  The
Debtor is represented by Ronald R. Bidwell, Esq. --
rbidwell1@tampabay.rr.com -- in Tampa, Fla.


AVI PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: AVI Properties, LLC
        4241 Jutland Dr #308
        c/o Valerie Paz
        San Diego, CA 92117

Bankruptcy Case No.: 11-29823

Chapter 11 Petition Date: June 17, 2011

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

Judge: Catherine E. Bauer

Debtor's Counsel: Stuart J. Wald, Esq.
                  LAW OFFICES OF STUART J. WALD
                  36154 Coffee Tree Pl
                  Murrieta, CA 92562
                  Tel: (310) 429-3354
                  E-mail: stuart.wald@gmail.com

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

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

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

The petition was signed by Abraham 'Avi' Greenboim, managing
member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
UDI Properties, LLC                    11-27126   05/25/11


BANK OF AMERICA: Calls Involuntary Ch. 11 Petition "Frivolous"
--------------------------------------------------------------
Bank of America N.A. is seeking dismissal of an involuntary
chapter 11 bankruptcy petition filed by 34 individuals.

Chapter11Cases.com reports that BofA said the petition is invalid
and that the bank cannot be a debtor in an involuntary bankruptcy
case.  According to Chapter11Cases.com, BofA denies it is failing
to pay its debts as they come due.  BofA calls the assertion that
it owes the petitioners any debt which is not subject to bona fide
dispute "frivolous on its face."

According to the report, BofA said it conducted a "preliminary
review of its records" over the weekend and acknowledged it has
banking relationships with some of the petitioning creditors.  The
banking relationships include mortgage loans serviced by BofA and
that some of the petitioners "either were the subject of
foreclosure proceedings, and/or were debtors in bankruptcy."

The petitioners claim to be owed roughly $60 million in the
aggregate.  The petitioners identify themselves in the signature
pages of the Chapter 11 petition as members of either the
"Independent Rights Political Party" or the "Independent Rights
Party."

According to the report, BofA also contends it is ineligible to be
a debtor in this type of bankruptcy case, citing sections 109(b)
and 303(a) of the Bankruptcy Code.  Because BofA is a "bank," it
is not eligible to be a debtor under either chapter 7 or chapter
11 of the Bankruptcy Code.  BofA also noted that the alleged
creditors failed to check box 2 in the allegations section of the
involuntary petition ("The debtor is a person against whom an
order for relief may be entered under title 11 of the United
States Code.").

BofA sought dismissal of the involuntary petition "immediately,
and in any event by no later than the close of business on Monday,
June 20, 2011," according to the report.

Bankruptcy Judge Michael Romero presides over the case.


BANK OF AMERICA: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Bank of America NA
                P.O. Box 78420
                Simi Valley, CA 93062

Bankruptcy Case No.: 11-24503

Involuntary Chapter 11 Petition Date: June 17, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Petitioner's Counsel: None

Creditors who signed the Chapter 11 petition:

    Petitioners                     Nature of Claim   Claim Amount
    -----------                     ---------------   ------------
David Landon Murphy                 Exemption          $30,000,000
223 North Guadalupe
Santa Fe, NM

Tawny Elan Sharp                    Exemption           $1,000,000
365 Orchid Tree Lane
Palm Springs, CA 92262

Robert J. & Lynne M. DeSalvo        Exemption           $2,000,000
126 E. Wing Street, #255
Arlington Heights, IL

Reynaldo D. Castillo                Exemption           $1,000,000
10584 E. Firewheel Drive
Scottsdale, AZ 85255

Alfred Lee & Gary C. Lamb           Exemption           $1,000,000
53 East 200 South
Nephi, UT 84648

David D. & Lorrie L. Cue            Exemption           $1,000,000
4130 Flatrock Drive, # 160
Riverside, CA 92505

Clinton G. McFarlane                Exemption           $1,000,000
11356 Rio Camino Court
Fontana, CA 92337

Myles & Kimberly M. Cue             Exemption           $1,000,000
14404 Dove Canyon Drive
Riverside, CA 92503

Linda D. Williams                   Exemption           $1,000,000
13746 Kiwi Avenue
Corona, CA 92880

Kenneth Scott Cousens, Trustee      Exemption           $1,000,000
27475 Ynez Road, #438
Temecula, CA 92591

Derek R. Goulette                   Exemption           $1,000,000
3320 Vanguard Way, B101
Costa Mesa, CA 92626

Steven P. & Gloria Kelly            Exemption           $2,000,000
17428 Queen Elizabeth Lane
Tinely Park, IL 60477

Ryan D. & Sabrina Crotts            Exemption           $1,000,000
P.O. Box 568
Fairview, UT 84629

Cynthia Canyon                      Exemption           $1,000,000
P.O. Box 1951
Santa Fe, NM 87504

Ken & Carrie Gordon                 Exemption           $1,000,000
1602 Searchlight Ranch Road
Acton, CA 93510

James & Susan Taylor                Exemption           $1,000,000
11107 W. Riviera Drive
Spring Grove, IL 60081

Jerry Lee Berneathy                 Exemption           $1,000,000
1507 E. Valley Parkway, 3-317
Escondido, CA 92027

Fatana Deralas                      Exemption           $1,000,000
2522 Sweet Rain Way
Corona, CA 92881

Rupert Joseph                       Exemption           $1,000,000
4923 River Avenue
Newport Beach, CA 92663

Octaviana E. & Manuel R. Pichardo   Exemption           $1,000,000
4348 Vuelta Dorado
Santa Fe, NM 87507

Raymond Coomer                      Exemption           $1,000,000
3340 Amhurst Drive
Riverside, CA 92503

Jody Spehar                         Exemption           $1,000,000
2892 Puelbo Bonito
Santa Fe, NM 87507

Satu Immermann                      Exemption           $1,000,000
9641 Norfolk Drive
Santa Ana, CA 92705

Nigel P. Rudlin                     Exemption           $1,000,000
5 Bisbee Court, 109-127
Santa Fe, NM 87508

Michael Younessi                    Exemption           $5,000,000
16033 Bolsa Chica, #104-200
Huntington Beach, CA 92649


BANK OF GRANITE: Amends Merger Agreement with FNB
-------------------------------------------------
On April 26, 2011, Bank of Granite Corporation entered into an
Agreement and Plan of Merger with FNB United Corp., and Gamma
Merger Corporation, a newly-created wholly-owned subsidiary of
FNB, pursuant to which Merger Sub will be merged with and into the
Company.  As a result of the Merger, the separate corporate
existence of Merger Sub will cease and the Company will continue
as the surviving corporation in the Merger and a wholly-owned
subsidiary of FNB.

Upon consummation of the Merger, each outstanding share of the
Company's common stock, par value $1.00 per share, other than
those held by the Company, FNB, Merger Sub or any of their
respective wholly-owned subsidiaries that are not owned by such
parties, in a fiduciary capacity or as a result of debts
previously contracted, will be converted into the right to receive
3.375 shares of FNB's common stock, par value $2.50 per share.

One of the conditions to the closing of the Merger is the
settlement of indebtedness of CommunityONE Bank, National
Association, a wholly-owned subsidiary of FNB, outstanding and
held by SunTrust Bank for cash at the discounted values specified
in the Merger Agreement.

On the terms and subject to the conditions set forth in a letter
agreement, dated May 31, 2011, between CommunityONE and SunTrust
Bank, SunTrust Bank has preliminarily agreed to settle
CommunityONE's indebtedness for cash in amount equal to 35% of the
principal thereof, plus 100% of the unpaid and accrued interest on
the debt as of the closing date of the Merger.

On June 16, 2011, FNB, Merger Sub and the Company entered into
Amendment No. 1 to the Merger Agreement to increase the discounted
settlement amount of the SunTrust indebtedness specified in the
Merger Agreement from 25% to 35% of the principal thereof, plus
100% of the unpaid and accrued interest on the debt as of the
closing date of the Merger.

                       About Bank of Granite

Granite Falls, N.C.-based Bank of Granite Corporation is a
Delaware corporation that was organized June 1, 1987, as a bank
holding company.  The Company's only businesses are the ownership
and operation of Bank of Granite, a state bank chartered under the
laws of North Carolina on Aug. 2, 1906, and Granite Mortgage,
Inc., a mortgage bank chartered under the laws of North Carolina
on June 24, 1985.  Granite Mortgage discontinued its origination
activities during 2009.

The Company conducts its community banking business operations
from 20 full-service offices located in Burke, Caldwell, Catawba,
Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in
North Carolina.

The Company's balance sheet at March 31, 2011, showed
$841.01 million in total assets, $818.75 million in total
liabilities, and $22.26 million in total stockholders' equity.

                      Cease and Desist Order

In 2009, Bank of Granite entered into a Stipulation and Consent to
the issuance of an Order to Cease and Desist by the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks.  Based on the Company's Consent, the FDIC and the
Commissioner jointly issued the Order on Aug. 27, 2009.

The Order requires the Bank to achieve and maintain Tier 1
Leverage Capital Ratio of not less than 8% and a Total Risk-Based
Capital of not less than 12% for the life of the Order.

                       Going Concern Doubt

The Company reported a net loss of $23.66 million on
$44.80 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $25.62 million on
$52.64 million of total interest income during the prior year.

Dixon Hughes PLLC, in Charlotte, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company incurred net
losses in 2010 and 2009, primarily from higher provisions for loan
losses.  Bank of Granite Corporation's wholly-owned bank
subsidiary is under a regulatory order that requires, among other
provisions, higher regulatory capital requirements.  The Bank did
not meet the higher capital requirements as of Dec. 31, 2010 and
is not in compliance with the regulatory agreement.  Failure to
comply with the regulatory agreement may result in additional
regulatory enforcement actions.


BANKRATE INC: Moody's Upgrades Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service upgraded Bankrate, Inc.'s Corporate
Family Rating and senior secured note rating to B1 from B2,
concluding the review for upgrade initiated on April 21, 2011. The
upgrade reflects the meaningful reduction in Bankrate's debt and
leverage as a result of the company funding the 35% claw back on
its $300 million of senior secured notes due 2015 from the net
proceeds of its $300 million initial public offering and the
concurrent conversion of its preferred stock to common stock,
which preferred stock Moody's had partially included in debt.
Moody's also assigned a Ba1 rating to Bankrate's $30 million 4-
year senior secured super-priority revolver, a B1 rating to its
$70 million 4-year senior secured revolver, and a SGL-1
speculative-grade liquidity rating. The rating outlook is stable.

Upgrades:

   Issuer: Bankrate, Inc.

   -- Corporate Family Rating, Upgraded to B1 from B2

   -- Senior Secured Regular Bond/Debenture, Upgraded to B1, LGD4
      - 54% from B2, LGD4 - 66%

Assignments:

   Issuer: Bankrate, Inc.

   -- Speculative Grade Liquidity Rating, Assigned SGL-1

   -- Senior Secured $30 million super-priority Revolver, Assigned
      Ba1, LGD1 - 2%

   -- Senior Secured $70 million Revolver, Assigned B1, LGD4 - 54%

Outlook Actions:

   Issuer: Bankrate, Inc.

   -- Outlook, Changed To Stable From Rating Under Review

RATING RATIONALE

Moody's estimates that Bankrate's debt-to-EBITDA leverage will
decline to approximately 2.0x (LTM 3/31/11 incorporating Moody's
standard adjustments and pro forma for a full year of the
NetQuote.com and Credit Cards.com operations acquired during 2010)
from 3.5x as a result of the IPO. Bankrate's low leverage provides
it with considerable financial flexibility and favorably positions
the company within the B1 CFR. Moody's anticipates Bankrate will
continue to be acquisitive with a focus on further enhancing its
product offerings and traffic to its web sites.

Bankrate will receive approximately 62.5% of the proceeds from the
IPO with selling shareholders receiving the balance. The company
plans to utilize its net proceeds to fund the 35% senior note claw
back, transaction fees and expenses including a $37.8 million fee
pursuant to the terms of its Investment Advisory Agreement with
Apax, and for general corporate purposes. In conjunction with the
IPO, Bankrate's approximate $245 million of preferred stock will
be converted into common stock. Because Moody's had included 25%
of the preferred stock in debt, the conversion favorably
contributes to the debt and leverage decline.

Bankrate's B1 CFR reflects the prospect for future leveraging
acquisitions, event risks associated with continued majority
ownership by private equity sponsor Apax Partners, the modest
overall revenue base, and exposure to highly volatile consumer
finance online advertising spending. These risks mitigate the low
leverage and strong brand and market position in online consumer
finance advertising to drive the B1 CFR. Bankrate has considerable
dry powder for acquisitions and shareholder distributions
including a sizable cash balance, projected free cash flow, and
$100 million of unused revolver capacity. Moody's expects Bankrate
will maintain debt-to-EBITDA leverage in a 2-3x range as it
executes its organic and acquisition growth strategies. Bankrate
faces refinancing risk over the intermediate term as all of its
debt instruments mature in 2015 and Moody's expects the company
will utilize the bulk of its cash and free cash flow for
acquisitions and distributions to shareholders.

The SGL-1 speculative-grade liquidity rating reflects the sizable
cash balance (approximately $45 million as of 3/31/11 pro forma
for the initial public offering), positive projected free cash
flow, and absence of any debt maturities until 2015. The undrawn
$100 million revolvers provide additional backup liquidity, and
Moody's projects the company will maintain a sizable EBITDA
cushion (exceeding 40%) within the maximum debt-to-EBITDA covenant
(4.5x stepping down to 4.25x in March 2012) in its credit
agreement.

The liens securing the $30 million super-priority Tranche A
revolver and $70 million Tranche B revolver are pari passu with
the collateral for the 2015 notes. However, proceeds from the
collateral in the event of a credit agreement default are applied
to the Tranche A revolver until it is paid in full prior to any
distributions to the Tranche B revolver and 2015 notes. The
Tranche A revolver thus benefits from debt cushion and it is rated
three notches above the Tranche B revolver and 2015 notes. The
revolvers are guaranteed by the same subsidiaries that guarantee
the notes.

Bankrate's B1 Probability of Default Rating (PDR) is not affected
as it is introducing a super-priority debt instrument with
financial maintenance covenants. This results in an adjustment to
the mean family recovery estimate to 50% from 35% and a PDR that
is rated the same as the CFR. The loss given default assessment
and point estimate on the senior secured notes was updated to
reflect the post-IPO debt structure and family recovery estimate.

The stable rating outlook reflects Moody's expectation that
Bankrate will continue to pursue acquisitions funded from free
cash flow and periodic debt issuance, maintain a solid liquidity
position, and maintain debt-to-EBITDA leverage in a 2-3x range.
Moody's also assumes that the U.S. economy continues to grow
modestly and that consumer finance interest rates will not
increase significantly over the next 12-18 months.

The company's ratings could be downgraded if a decline in
earnings, acquisitions or cash distributions to shareholders
sustains debt-to-EBITDA leverage above 3.5x. A deterioration of
liquidity due to weak cash generation, concern regarding the
company's ability to fund or refinance its 2015 maturities, or a
material decline in cushion within the credit agreement's
financial maintenance covenant could also result in a downgrade.

The small scale, potential for leveraging transactions, and
volatility of online consumer finance advertising limit upward
rating potential in the near term. However, the ratings could be
upgraded if the company profitably grows the revenue base,
maintains a strong liquidity position, and sustains debt-to-EBITDA
leverage comfortably below 2x.

Bankrate's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Bankrate's core industry and
believes Bankrate's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009.

Bankrate, headquartered in North Palm Beach, FL, operates consumer
banking and personal finance websites, which provide information
on many finance related matters including mortgages, credit cards,
auto loans, money market accounts, certificates of deposit, and
home equity loans. Bankrate's revenue for the LTM ended 3/31/11
pro forma for the NetQuote and CreditCards acquisitions was
approximately $330 million.


BELO CORP: S&P Affirms Corporate Rating at 'BB-'; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB-' corporate
credit rating on Dallas-based TV broadcaster Belo Corp. "At the
same time, we revised our rating outlook on the company to
positive from stable," S&P said.

"In addition, we revised our recovery rating on Belo's
unguaranteed 6.75%, 7.75%, and 7.25% senior unsecured notes to '4'
from '6'. A '4' recovery rating indicates our expectation of
average (30% to 50%) recovery for noteholders in the event of a
payment default. As a result, we raised our issue-level rating
on this debt to 'BB-' (the same level as the 'BB-' corporate
credit rating on the company) from 'B', in accordance with our
notching criteria for a '4' recovery rating," S&P related.

"The outlook revision reflects our view that, barring unforeseen
events, Belo's ratio of fully adjusted debt to average trailing-
eight-quarter EBITDA will decline to less than 4.0x over the next
12 to 18 months because of EBITDA growth," said Standard & Poor's
credit analyst Deborah Kinzer.

Belo owns 20 TV stations in 15 large and midsize TV markets,
reaching about 14% of U.S. TV households. The company operates
more than one station in six of its markets -- a structure that
generates operating efficiencies. Most of Belo's TV stations rank
first or second in audience ratings for their local news
broadcasts. This competitive positioning is important to
attracting political advertising. However, the company's four TV
stations in Texas contribute 41% of total revenue, which we regard
as a geographic concentration risk.

"During the first quarter of 2011, operating performance was
within our expectations. EBITDA declined 14% on a 2% revenue
decrease. The revenue decline reflected lower political ad revenue
and unfavorable comparisons against the 2010 first quarter, which
included revenues from the Olympics and Super Bowl. Revenue from
auto advertising, the company's largest ad revenue category, was
up modestly at 1.6%, while core local and national ad revenue
was down 2.1% and 2.7%, respectively, during the quarter. EBITDA
declined because of lower revenue and a 4% increase in operating
expenses," S&P said.

The EBITDA margin for the 12 months ended March 31, 2011, was
strong at 34.3%, up from 32.3% for the same period last year. "We
expect that in 2011 the EBITDA margin will contract from the 35%
EBITDA margin of 2010 because of lower revenue in a nonelection
year, but will remain healthy around the 30% area," S&P said.

The positive outlook reflects Standard & Poor's expectation that
the company's fully adjusted average trailing-eight-quarter debt
to EBITDA ratio could approach 4.0x by mid- to late 2012. "It also
incorporates our expectation that the company will maintain a
healthy EBITDA margin, strong liquidity, and a strong margin of
covenant compliance," S&P added.


BERNARD L. MADOFF: Trustee Says Wilpon Suit Proper in Lower Court
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc., who already has had two major lawsuits taken over
by U.S. District Judge Jed S. Rakoff, argued in court papers that
Judge Rakoff shouldn't remove from bankruptcy court a lawsuit
demanding $300 million in fictitious profits and $700 million in
principal from Fred Wilpon; Sterling Equities Inc., the owners of
the New York Mets baseball club; and Mr. Wilpon's friends, family
and associates.

According to the report, the trustee says Mr. Wilpon waived the
right to remove the lawsuit to district court because he waited
too long by already filing a motion in bankruptcy court to dismiss
the suit.  In addition, the trustee says the Wilpon group
submitted themselves to the bankruptcy court by filing more than
100 claims.  In addition, some of the questions the Wilpon group
wants in district have already been decided against the customers
in bankruptcy.  One issue, on the proper amount of a claim, was
argued by Mr. Wilpon on an appeal in March in the U.S. Circuit
Court of Appeals in Manhattan.  The Madoff trustee contends that
Mr. Wilpon's effort to take the suit out of bankruptcy court is
"frivolous" because the claims to recover fraudulent transfers are
squarely within the bankruptcy court's so-called core
jurisdiction.

Mr. Rochelle says that the Wilpon group can file another set of
papers June 24.  Judge Rakoff will hold oral arguments on July 1.
Judge Rakoff previously ruled it was appropriate for the district
court to make initial rulings about dismissal of the trustee's
lawsuits against HSBC Holdings Plc and UniCredit SpA.

                      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.


BERRY PLASTICS: Moody's Reviews 'B3' CFR for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the B3 corporate family and other
instrument ratings of Berry Plastics Group Inc. on review for
possible downgrade.

The review follows Berry's announcement that it had entered into a
definitive agreement to acquire the Rexam specialty and beverage
closures business. Berry will pay approximately $360 million for
Rexam SBC (approximately GBP223 at GBP/US$1.619) and the
transaction is expected to close in the third quarter of 2011,
subject to customary closing conditions. Berry has not disclosed
the financing for the transaction or the expected synergies and
costs.

On Review for Possible Downgrade:

   Issuer: Berry Plastics Corporation

   -- Probability of Default Rating, Placed on Review for Possible
      Downgrade, currently B3

   -- Speculative Grade Liquidity Rating, Placed on Review for
      Possible Downgrade, currently SGL-3

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently B3

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently B1

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Downgrade, currently a range of Caa1 to B1

   Issuer: Berry Plastics Group, Inc.

   -- Senior Unsecured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently Caa2

   Issuer: Covalence Specialty Materials Corporation

   -- Senior Subordinated Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa2

Outlook Actions:

   Issuer: Berry Plastics Corporation

   -- Outlook, Changed To Rating Under Review From Stable

   Issuer: Berry Plastics Group, Inc.

   -- Outlook, Changed To Rating Under Review From Stable

   Issuer: Covalence Specialty Materials Corporation

   -- Outlook, Changed To Rating Under Review From Stable

Pro forma for the transaction, assuming the deal is 100% debt
financed and excluding unrealized synergies for the 12 months
ended April 2, 2011, the transaction appears to have a minimal
impact on Berry's current 7.5 times debt to EBITDA. However, the
acquisition entails integration risk and the impact on Berry's
already negative free cash flow cannot yet be determined.

Berry has not disclosed whether or not it is acquiring the entire
Rexam SBC operation. However, for the 12 months ended December 31,
2010, Rexam SBC had sales of GBP343 million and underlying
operating profit of GBP22 million (loss before tax of GBP177
million including asset impairment charges, acquisition
amortization and restructuring). Rexam SBC has mainly focused on
the North American market and in 2010 they continued to experience
challenging conditions. The company had an anticipated reduction
in sales to the CSD segment and a further decline (almost 30%) in
volumes of closures for water bottles in the US. Berry currently
manufactures some closures in its rigid closed top segment
(approximately 23% of 2010 sales), but the exact amount of sales
has not been disclosed.

As of April 2, 2011, Berry had approximately $126 million of cash
on hand and approximately $445 million available under its $482
million asset based revolving credit facility (expires April
2013). The revolver has a fixed charge coverage covenant of 1 time
which applies during any period when availability under the
revolving facility falls below 10 percent and for ten consecutive
days after availability exceeds 10 percent. Berry's fixed charge
ratio as of April 2, 2011 was 1.3 to 1.0.

Currently, Moody's anticipates that a downgrade, if any, would be
limited to one notch. Moody's review will focus on the financing
for the deal, potential synergies, integration risk, proforma
liquidity, and plan for deleveraging.

What Could Change the Rating - Down

The rating could be downgraded if there is deterioration in the
credit metrics and/or liquidity and/or further deterioration in
the operating and competitive environment. Additional debt
financed acquisitions or excessive acquisitions, regardless of
financing, could also prompt a downgrade. Specifically, the rating
could be downgraded if total adjusted total debt to EBITDA remains
above 7.0 times, EBITA to gross interest coverage remains below
1.0 time, and free cash flow to debt remains negative.

What Could Change the Rating - Up

An upgrade is not anticipated given the company's high leverage.
However, the ratings could be upgraded if adjusted total debt to
EBITDA moves below 6.0 times, free cash flow to debt moves up to
the mid to high single digit range, the EBITA margin improves to
the high single digit range, and EBITA to gross interest coverage
moves above 1.2 times on a sustained basis within the context of a
stable operating and competitive environment. An upgrade would
also be dependent upon maintenance of good liquidity and less
aggressive financial and acquisition policies.

The principal methodologies used in this rating were Global
Packing Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009, Speculative Grade Liquidity Ratings
published in September 2002, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


BEXAR COUNTY: Moody's Affirms 'C' Rating on Series 2001B Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the underlying rating on
Bexar County (TX) Housing Finance Corporation Housing Revenue
Bonds (Nob Hill Apts. Project) Series 2001A at Caa3 and the rating
on Subordinate Series 2001B at C.

The outlook on both series remains Negative.

RATING RATIONALE

The rating affirmation is based on the nonpayment of principal for
the series A bonds and the nonpayment of sinking fund and interest
on the subordinate series B bonds.

Nob Hill Apartments is a 368 unit multi-family apartment complex
built in 1972. It is comprised of 35 two-story buildings with 1,
2, and 3 bed room apartments. Nob Hill Apartments is located in
Bexar County, TX, in the northwest section of the San Antonio
metropolitan area (Northwest San Antonio Submarket). The property
is situated on 8 acres near two major highways.

LEGAL SECURITY: The bonds are secured by a lien on and pledge and
assignment of a security interest in the Trust Estate.

STRENGTHS:

* Occupancy has increased from 76% in 2009 to 85% in 2010

CHALLENGES:

* Continued weakness in debt service coverage

* Default on all series of the bonds

DETAILED CREDIT DISCUSSION

On December 1, 2007 no interest payments were made on the
Subordinate Series B and Series C (unrated) bonds due to the
failure of the borrower to provide the trustee the funds to cover
the full interest payments on these bonds. Per the discretion of
the trustee, the Series B and C debt service reserves were not
tapped. No principal or interest payments have been made on the
Subordinate Series B and Series C (unrated) bonds since this time.

On December 12, 2008 the issuer entered into the First
Supplemental Trust Indenture and the First Amendment to the Loan
Agreement. These documents direct the trustee to transfer $750,000
from the debt service reserve funds and bond funds to the repair
and replacement fund in order to make physical repairs to the
project. Events of default under the new loan agreement include
failure to meet certain debt service coverage tests. As of the
January 2011 financials, these debt service tests have not been
met.

An event of default was recorded as of the 06/01/2011 payment date
for principal of the senior rated bonds.

Both financial performance and occupancy continue to be poor. 2009
audited financials indicate a debt service coverage ratio of 0.77x
and 0.58x for the senior and subordinate bonds, respectively. Low
occupancy continues to be a key concern. Physical occupancy for
the project was 85% in 2011 up from 76% in 2009.

The project manager for Nob Hill has changed. The new project
manager is United Apartments Group.
Outlook

The outlook on the bonds remains Negative.

What could change the rating - UP

* Substantial increase in debt service repayment of all amount due

* Replenishment of reserves

What could change the rating - DOWN

* Further deterioration of financial indicators

* Series B N/A

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was "Global Housing
Projects", published in July 2010.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it. Please see the ratings
disclosure page on Moody's website www.moodys.com for further
information.


BLACK PRESS: Moody's Assigns 'B3' Rating to Proposed Notes
----------------------------------------------------------
Moody's Investors Service assigned Black Press Group Ltd.'s
Proposed C$110 million Series A Unsecured Subordinated Notes a B3
(LGD-5, 83%) rating and upgraded the company's senior secured
credit facility to Ba3 (LGD-3, 30%) from B1 (LGD-3, 32%). Black
Press' Probability of Default Rating (PDR) was also upgraded to B1
from B2 and the Outlook was changed to Stable. The Corporate
Family rating remains unchanged at B1. Proceeds of the new notes
will be used to refinance the outstanding amounts under Black
Press' C$55 million Senior Secured Revolver (C$48.4 million drawn)
and C$58.4 million Term Loan A (both coming due August 2, 2011)
with the remaining funds held in cash on the balance sheet. The
new notes mature in February 2014 and address the company's near
term refinancing needs, but is expected to increase Black Press'
interest expense by approximately $8 million in the first year.
The upgrade to Black Press' senior secured credit facility and PDR
is a reflection of the company's pro-forma capital structure
(consisting of senior secured and subordinated debt) which
provides greater cushion to the bank debt and, as a result of
Moody's Loss Given Default Methodology, brings the PDR in line
with the company's Corporate Family Rating (CFR).

Issuer: Black Press Group Ltd.

   -- Corporate Family Rating, Affirmed B1

   -- Probability of Default Rating, Upgraded to B1 (from B2)

   -- New C$110 million Series A Unsecured Subordinated Notes,
      Assigned B3 (LGD-5, 83%)

   -- US$134.3 million Senior Secured Term Loan B1 due 8/2/2013,
      Upgraded to Ba3 (LGD-3, 30%)

   -- US$81.6 million Senior Secured Term Loan B2 due 8/2/2013,
      Upgraded to Ba3 (LGD-3, 30%)

   -- US$23.3 million Term Loan A1 due 8/2/2013, Upgraded to Ba3
      (LGD-3, 30%)

Upon close of the new notes, Moody's will withdraw ratings on:

   -- C$55 million Senior Secured Revolver due 8/2/2011, To be
      withdrawn

   -- C$58.4 million Senior Secured Term Loan A due 8/2/2011, To
      be withdrawn

RATING RATIONALE

The B1 Corporate Family Rating considers Black Press' high pro-
forma leverage of approximately 4.5x (including Moody's standard
adjustments) at fiscal yearend 2011 (including Moody's standard
adjustments), weak newspaper circulation levels in North America
and secular declines in demand for print advertising. Despite the
declines, demand for community newspaper advertising in western
Canada (which accounts for approximately 77% of EBITDA of the
restricted group in 2011) continues to hold up better than demand
in the U.S. Revenue stability in the western Canadian community
newspaper operations should reduce the impact of persistent
revenue declines for U.S. operations (approximately 28% of
restricted group revenues) going forward. Ratings are also
supported by healthy and relatively stable EBITDA margins and
expected mid-to-high single digit free cash flow-to-debt ratios
over the next 12-18 months. Despite a 5.2% decline in consolidated
revenue in fiscal year 2011 driven by declines in the US and the
loss of a Commercial Printing contract compared to fiscal year
2010, EBITDA has increased reflecting the impact of aggressive
cost control initiatives and resulting in improved EBITDA margins
of 22.5% for FYE 2011 (including Moody's standard adjustments)
compared to 21.6% margins for FYE February 2010. Despite an
increase in leverage as a result of the recent C$110 million note
issuance, Black Press' credit metrics, including debt-to-EBITDA
and interest coverage ratios, should continue to improve (with
leverage steadily declining from 5.9x full year 2009 to 4.3x in FY
2011), as free cash flow continues to be used to reduce debt
balances.

The company's refinancing of Black Press' upcoming 2011 maturities
helps its' liquidity profile but is hurt by the lack of a
revolving credit facility going forward. Cash left on the balance
sheet post this transaction combined with free cash flow
generation should be sufficient to cover its modest capital
expenditure and working capital requirements although the company
could be impacted by any unanticipated cash needs. Headroom under
its covenants is expected to be sufficient as the Moody's expects
the company to focus on repaying its term loans in preparation for
a refinancing of the loans that mature in August 2013. In
addition, Moody's expects the return to profitability of the Oahu
Operations (although not part of the restricted group) will allow
the North American operations to retain additional cash that has
historically been distributed to its Hawaiian subsidiary. The
Hawaiian subsidiary recently completed a refinancing of its
mortgage and company debt that is expected to result in lower
interest rates and better position that subsidiary going forward.

The Stable outlook reflects the successful refinancing of Black
Press' 2011 maturities resulting in no significant near term
maturities (excluding standard amortization and the free cash flow
sweep) until August 2013. In the event that the transaction is not
completed, the ratings will be revaluated and would come under
significant negative rating pressure. Despite a challenging
environment for print advertising, Moody's expects Black Press
will be able to maintain 21%-22% EBITDA margins (including Moody's
standard adjustments) over the rating horizon and that free cash
flow will be applied to further reduce debt balances to mitigate
further secular pressures on the industry. In light of Moody's
negative newspaper industry outlook due to uncertainty over the
extent and duration of the current cyclical slowdown and secular
pressures, the impact on the company's performance is partially
mitigated by its focus on resilient, hyper-local publications and
by its presence in western Canada which is showing economic
improvement and accounts for 72% of restricted group revenues.
Asset swaps of existing newspaper titles with competing newspapers
offers the opportunity for costs saving and a rationalization of
competition in some markets which Moody's believes could be an
additional source of stability for revenues and EBITDA margins.

Black Press would experience downward pressure if debt-to-EBITDA
were to exceed 4.75x (including Moody's standard adjustments) due
to deterioration in revenue and earnings, debt financed
acquisitions, or an inability to refinance its 2013 debt
maturities. Ratings would also be pressured if free cash flow-to
debt fell below 2% as a result of dividends, a need for heightened
capital spending, or funding of non-consolidated subsidiaries.

An upgrade in the near term is unlikely, although Moody's would
consider an upgrade to the company's ratings if advertising
revenues rebound due to an improving economic environment in the
company's Canadian and U.S. markets in addition to debt-to-EBITDA
ratios being sustained below 3x (including Moody's standard
adjustments) with free cash flow-to-debt exceeding 12% (excluding
favorable exchange rate movements) and all near term maturities
have been addressed.

The principal methodology used in rating Black Press was Moody's
Global Newspaper Industry Methodology (September 2008). Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.


BLOCKBUSTER INC: Shouldn't Pay Remaining Fees, U.S. Trustee Says
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee for Region 2 recommended to the
bankruptcy judge in papers filed June 17 that Blockbuster Inc.
shouldn't pay the last 20% owing on $8.7 million in professional
fees run up during the first three months of the Chapter 11 case.

According to the report, the U.S. Trustee, the watchdog for
bankruptcy cases from the Justice Department, says Blockbuster is
administratively insolvent, meaning it can't pay all the bills run
up during the Chapter 11 case that began in September.

Under procedures approved earlier in the bankruptcy, professionals
for Blockbuster and the creditors' committee are paid 80% of their
fees at the end of every month.  Periodically, they must apply for
official approval of fees already paid and for the right to
receive the last 20%.  From the beginning of the case through
Dec. 31, total professional fees were $8.7 million.

While the U.S. Trustee says the judge should approve fees, she
recommends that the judge not authorize payment of the last 20%
given Blockbuster's administrative insolvency.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

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

                     About Blockbuster Canada

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

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

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


BLOCKBUSTER INC: Dish-Run Stores Entice Customers With New Deals
----------------------------------------------------------------
Stephanie Landsman at CNBC reports that Blockbuster said it wants
to lure potential customers back into its stores by lowering DVD
rental prices and offering new deals.  Satellite TV provider DISH
Network bought the troubled company earlier this year and has been
trying to turn it around.

                      About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23,
2010.  It disclosed assets of $1 billion and debts of $1.4 billion
at the time of the filing.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

The Bank of New York Trust Company, N.A., as trustee under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin &
Martin, LLP.

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented by Robert J. Feinstein, Esq., at Pachulski Stang Ziehl
& Jones LLP.

Blockbuster on Feb. 21, 2011, entered into an Asset Purchase and
Sale Agreement providing for the sale of substantially all of
their assets or the proceeds of those assets to a newly formed
entity named Cobalt Video Holdco LLC.  For purposes of entering
into the Purchase Agreement, the Purchaser was established by
Monarch Alternative Capital LP, Owl Creek Asset Management LP,
Stonehill Capital Management, LLC, and Varde Partners, Inc. who
collectively hold more than 50% of the Senior Secured Notes and
each of which is a member of the Steering Committee.  Cobalt Video
Holdco LLC, the stalking horse purchaser, was represented by Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

An auction for Blockbuster's business was held earlier in April
2011, and Dish Network Corp. won with an offer having a gross
value of $320 million.


BOUNDARY BAY: Weiland Golden OK'd to Handle Reorganization Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Boundary Bay Capital LLC to employ Weiland, Golden,
Smiley, Wand, Ekvall & Strok LLP as counsel.

As reported in the Troubled Company Reporter on May 20, 2011, the
firm is expected to, among other things:

   a) advise the Debtor with respect to requirements and
      provisions of the Bankruptcy Code, Federal Rules of
      Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee
      Guidelines and other applicable requirements which may
      affect the Debtor;

   b) assist the Debtor in preparing and filing Schedules and
      Statement of Financial Affairs, complying with and
      fulfilling U.S. Trustee requirements, and preparing other
      documents as may be required after the initiation of a
      Chapter 11 petition; and

   c) assist the Debtor in the preparation of a disclosure
      statement and formulation of a Chapter 11 plan of
      reorganization.

The firm will undertake representation of the Debtor at its
customary hourly rates which currently range from $200 and $640,
depending on the experience and expertise of the attorney or
paralegal performing the work.  The professionals and the hourly
rates that are expected to render service to the Debtor are:

   Name                                    Hourly Rates
   ------------                            ------------
   Evan D. Smiley, partner                    $590
   Hutchinson B. Meltzer, senior counsel      $450
   Beth E. Gaschen, associate                 $360
   Claudia M. Yoshonis, senior paralegal      $230

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

The firm can be reached at:

         WEILAND, GOLDEN, SMILEY, WANG EKVALL & STROK, LLP
         Evan D. Smiley, Esq.
         Hutchison B. Meltzer, Esq.
         Beth E. Gaschen, Esq.
         650 Town Center Drive, Suite 950
         Costa Mesa, CA 92626
         Tel: (714) 966-1000
         Fax: (714) 966-1002
         E-mail: esmiley@wgllp.com
                  hmeltzer@wgllp.com
                  bgaschen@wgllp.com

                        About Boundary Bay

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

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.
The Debtor disclosed $15,876,118 in assets and       $54,448,485
in liabilities.

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


BPP TEXAS: Wants to Hire FTI Consulting as Financial Advisor
------------------------------------------------------------
BPP Texas, LLC, et al., ask the U.S. Bankruptcy Court for the
Eastern District of Texas for permission to employ FTI Consulting,
Inc. as financial advisor.

FTI's services as financial advisor will, among other things:

   a. calculate appropriate cramdown interest rate under the
      Debtors' Chapter 11 plan;

   b. review the Debtors' current and forecasted capital structure
      related to market terms;

   c. analyze feasibility of the Debtors' Chapter 11 plan.

FTI agreed to perform financial advisory services on an hourly fee
basis at a 20% reduced rate.  The hourly rates of FTI's personnel
are:

           Albert S. Conly,
             senior managing director              $895
           Jon G. Moyer, managing director         $695
           Senior Managing Directors               $895
           Paraprofessionals                       $115

The Debtor relates that FTI will receive a $50,000 retainer from
FFC Capital Corporation, which FTI will continue to hold and will
not apply without authority from the Court.

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

                             Objection

Creditor Citizens Bank of Pennsylvania asks the Court to deny the
Debtors' request to employ FTI.  Citizens financed the Debtors'
purchase of the properties in February 2008 by providing a $66
million non-revolving credit facility to enable them to acquire 22
hotels.

Citizens tells the Court that:

   -- it does not consent to the use of its cash collateral to pay
      the fees of FTI.  As appropriate, given that the sole
      potential beneficiaries of FTI's work would be the
      guarantors, an affiliate of the guarantors (FFC) has paid a
      retainer to FTI.

   -- the Debtors have filed a plan to liquidate the hotels over
      four years and to pay creditors whatever can be generated
      from the proceeds and from any surplus cash flow derived
      pending those sales, and a disclosure statement relating
      thereto.  Even though the viability of the Plan depends
      entirely on the proverbial "hockey stick" dramatic increase
      in revenues beyond anything these Debtors have ever
      achieved, and there occurring no downturn in what is
      admittedly a highly cyclical industry, there are no
      projections attached to the Disclosure Statement.

                          About BPP Texas

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

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

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

Bankruptcy Judge Brenda T. Rhoades approved a disclosure statement
filed by six units of BPP LLC after the hotel operator agreed to
amend both the document and its plan to sell off its hotels.

Judge Rhoades set a July 28 confirmation hearing for the
debtor's liquidation plan.  Under that plan, BPP intends to sell
off 22 hotels in Texas, Wisconsin.


CALIFORNIA GAS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: California Gas Station, LLC
        1484 Gable Court
        Tracy, CA 95376

Bankruptcy Case No.: 11-35118

Chapter 11 Petition Date: June 17, 2011

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Sunita Kapoor, Esq.
                  LAW OFFICES OF SUNITA KAPOOR
                  4115 Blackhawk Plaza Cir #100
                  Danville, CA 94506
                  Tel: (925) 736-2324

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/caeb11-35118.pdf

The petition was signed by the managing member.


CALVARY BAPTIST: Suit v. Church Mortgage Goes to State Court
------------------------------------------------------------
District Judge William T. Moore, Jr., declined to hear the
lawsuit, Calvary Baptist Temple, v. Church Mortgage Acceptance
Company, LLC; Columbus Nova Commercial Real Estate Acquisition
Group LLC; and Columbus Nova Commercial Mortgage Servicing LLC,
Case No. CV410-194 (S.D. Ga.).  Judge Moore adopted in part a
Report and Recommendation of the Bankruptcy Judge overseeing
Calvary Baptist Temple's Chapter 11 case.  The Report and
Recommendation recommends that the District Court assume
jurisdiction of the procedurally improper removal action only to
remand the claims to the Superior Court of Chatham County, Georgia
through the exercise of mandatory or, alternatively, discretionary
abstention.  In his ruling, Judge Moore said discretionary
abstention pursuant to 28 U.S.C. Sec. 1334(c) (1) is proper, and
remanded the case to the Superior Court.  A copy of Judge Moore's
June 16, 2011 Order is available at http://is.gd/bQKUJkfrom
Leagle.com.

                   About Calvary Baptist Temple

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

On June 10, 2011, Calvary Baptist Temple filed with the Bankruptcy
Court a First Amendment to its Chapter 11 Plan, originally filed
Feb. 16, 2011.  A copy of the First Amendment is available at:

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


CARE CENTER: Case Summary & Creditors List
------------------------------------------
Debtor: The Care Center Pharmacy, Inc.
        15 West Lucas Avenue
        Dunkirk, NY 14048

Bankruptcy Case No.: 11-12181

Affiliate that simultaneously sought Chapter 11 protection:

   Debtor                                        Case No.
   ------                                        --------
The Care Center RX and Medical Supply, Inc.      11-12182

Chapter 11 Petition Date: June 19, 2011

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtors' Counsel: Richard F. Whipple, Jr., Esq.
                  CLARK & WHIPPLE, LLP
                  2 West Main Street
                  P.O. Box 109
                  Fredonia, NY 14063
                  Tel: (716) 673-1361
                  E-mail: rwhipple@swcnlaw.com

Care Center Pharmacy's
Scheduled Assets: $625,475

Care Center Pharmacy's
Scheduled Debts: $2,690,539

The Care Center RX's
Scheduled Assets: $664,560

The Care Center RX's
Scheduled Debts: $3,533,139

A list of Care Center Pharmacy's 20 largest unsecured creditors
filed together with the petition is available for free at:
http://bankrupt.com/misc/nywb11-12181.pdf

A list of The Care Center RX's 20 largest unsecured creditors
filed together with the petition is available for free at:
http://bankrupt.com/misc/nywb11-12182.pdf

The petitions were signed by Michael P. Cave, president.


CARGO TRANSPORTATION: Committee Taps DLA Piper as General Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Chapter 11
case of Cargo Transportation Services Inc. asks the U.S.
Bankruptcy Court for the District of Middle District of Florida
for authority to retain DLA Piper as general counsel, nunc pru
tunc April 1, 2011.

The Committee seeks to retain DLA to replace Hunton & Williams LLP
as general counsel to the Committee after Craig Rasile, Esq.,
resigned from his position with Hunton to join DLA on April 1,
2011.

As the Committee's counsel, DLA will, among other things:

   (a) advise the Committee with respect to its rights, powers,
       and duties in this cases;

   (b) advise and consult with the Committee concerning various
       legal, financial and operational issues arising from the
       administration of the Debtor's estate;


   (c) advise and consult with the Committee concerning the
       unsecured creditors' rights and remedies with respect to
       the assets of the Debtor's estate and the claims of
       administrative, secured, priority and general unsecured
       creditors as well as other parties in interest;

   (d) prosecute, defend and represent the Committee's interests
       in actions arising in or related to the case; and

   (e) assist in the preparation of such pleadings, motions,
       notices and orders as are required for the orderly
       administration of the rights of the Committee and general
       unsecured creditors.

Compensation will be payable to DLA on an hourly basis, less
agreed-upon 10% fee discount, plus reimbursement of actual,
necessary expenses and other charges incurred by the firm.
The normal hourly rates, prior to the application of the 10%
discount for professional services rendered by DLA range from $55
to $290 per hour for legal assistants, from $220 to $465 per hour
for associates, and from $465 to $835 per hour for counsel and
partners.

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

                       About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Debtor also tapped
Ruden McClosky P.A. as its special counsel.

Donald F. Walton, U.S. Trustee for Region 21, appointed an
Official Committee of the Official Committee of Unsecured
Creditors in the Debtor's case.  Hunton & Williams LLP represents
the Committee in the Debtor's Chapter 11 proceedings.

The Debtor disclosed $11,728,760 in assets, and $11,869,375 in
liabilities as of the Chapter 11 filing.


CATHOLIC CHURCH: Abuse Survivors Oppose Wilmington Plan
-------------------------------------------------------
Thomas S. Neuberger, Esq., the counsel of the Unofficial
Committee of State Court Abuse Survivors, in a letter addressed
to the U.S. Bankruptcy Court for the District of Delaware, says
that after several weeks of unsuccessful efforts to resolve
issues with the Catholic Diocese of Wilmington Inc., he is
recommending to his clients that they vote against the Debtor's
Chapter 11 Plan of Reorganization.

As previously reported, the Diocese reached a $77.4 million
settlement with 146 state court survivors of childhood sexual
abuse.  The settlement term sheet provided that the settlement
funds would be paid over for the benefit of the survivors, no
later than 60 days of the Court's confirmation of the Plan.

Mr. Neuberger notes that the prompt payment for distribution was
a key term in the settlement because it would allow the long and
painful process to at last end.  However, he says that due to the
continuing dispute with the Official Committee of Lay Employees,
it is impossible to end the Chapter 11 proceedings since the LEC
can appeal any dissatisfaction they have through the District
Court and later the Third Circuit.

"It is the impact of this appeal which has given rise to our
concerns that the Diocese in drafting its Plan has sought to
impose a new material condition on the underlying settlement, the
imposition of which we urge is a breach of its signed agreement,"
Mr. Neuberger says.

The Diocese was fully aware of the possibility of unresolved
claims by the LEC when it negotiated the Settlement, Mr.
Neuberger contends.  Nonetheless, he says that the Settlement
required the transfer of settlement funds to the abuse survivors'
trust within 60 days after Plan confirmation and then be paid and
distributed to the survivors immediately thereafer.

"It did not condition the terms of the Settlement upon resolution
of the LEC's claims or any other claims," Mr. Neuberger points
out.

Mr. Neuberger argues that the agreement did not provide for any
delays in payment to be caused by the dispute between the Diocese
and its lay employees but the Plan allows for unacceptable long
delays if the lay employees and the Diocese do not jointly settle
their dispute and remove lay employee objections to the Plan.

"Despite public newspaper comments to the contrary, the Diocese
has not been able to assure us that the plain terms of the Plan
ensure that the settlement funds will be transferred to the Trust
within 60 days of Plan confirmation and immediately available for
distribution," Mr. Neuberger tells the Court.

Consequently, he says that he expects his clients to vote against
the Plan by June 30.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CATHOLIC CHURCH: Milwaukee Wins OK to Seal Victim Letter
--------------------------------------------------------
The Archdiocese of Milwaukee sought and obtained approval from the
U.S. Bankruptcy Court for the Eastern District of Wisconsin to
file a correspondence from a sex abuse victim under seal.

A deaf Victim, who is owed payment pursuant to his Settlement
with the Archdiocese, prepared a letter which he asked the Debtor
to file with the Court under seal, Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, tells the
Court.

The Debtor and its counsel have not read the Doe Letter nor are
they aware of its contents.  However, the Debtor agreed to honor
this Victim/Survivor's request to file the Doe Letter under seal,
Mr. Diesing notes.  He says that the Victim specifically asks
that the Doe Letter only be viewed by Judge Susan V. Kelley.

To the extent the Court believes it must make the Doe Letter
available to other parties, the Victim has agreed that after the
Court has redacted any information in the Letter, he is amenable
to the Doe Letter's review by the Debtor's counsel, counsel for
the Official Committee of Unsecured Creditors and counsel to the
United States Trustee, as long as further distribution of the
Letter is strictly prohibited, Mr. Diesing tells the Court.

If the Court does not grant the request, he asks that the Court
destroy the Letter or return it to the Debtor who will arrange
for its return.

The Official Committee of Unsecured Creditors in a filing said it
does not object to the proposed filing under seal of the Letter.
However, it expressly reserves, and does not waive, all of its
rights to object to the admission of the correspondence as
evidence or as a formal pleading in this case.

                         *     *     *

The bankruptcy judge ruled that the Debtor's counsel will hand
deliver the sealed envelope to her chambers and she will determine
whether the Letter -- after redacting all personal identifiers --
should be shared with other parties.

              About the Archdiocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Wilm. Panel Wins Ok to Tap Rutter as Arbitrator
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of the Catholic Diocese of Wilmington, Inc., received
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain Thomas B. Rutter as a survivor claims reviewer
or settlement arbitrator, nunc pro tunc to Mach 15, 2011.

As previously reported, the Diocese filed its Second Amended
Chapter 11 Plan of Reorganization on April 19, 2011, which
presents two plans -- the Settlement Plan and the CDOW-Only Plan.
The Creditors Committee believes that that its constituency will
overwhelmingly support the Settlement Plan and that its
constituency will vehemently oppose the CDOW-Only Plan.

The Amended Plan contemplates that the Diocese first will seek
confirmation of the Settlement Plan and will seek confirmation of
the CDOW-Only Plan if the conditions to confirmation of the
Settlement Plan are not fulfilled or waived.

The Settlement Plan provisions of the Amended Plan will permit the
holder of an Abuse Claim to elect whether to have his or her claim
treated as (a) a convenience claim, (b) a claim to be liquidated
through litigation, or (c) a claim to be liquidated through an
alternative dispute resolution process that is administered by a
Settlement Arbitrator.  Paragraph 7.7 of the Plan provides that
Thomas B. Rutter is the Settlement Arbitrator.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserts that Mr. Rutter is qualified as a
mediator, is a respected lawyer, and a former Pennsylvania state
court trial judge.  Prior to the Diocese's commencement of its
Chapter 11 case, Mr. Rutter mediated abuse claims against the
Diocese and served as one of the two Court-appointed mediators in
the Chapter 11 case.

State court counsel, representing substantially all of the
Survivor Claimants, endorses the appointment of Mr. Rutter as the
Settlement Arbitrator and support the request, Ms. Jones tells
Judge Sontchi.  She discloses that the Creditors Committee and
state court counsel have agreed upon a methodology for
Mr. Rutter's valuation of the Survivor Claims that wish to be
liquidated under the ADR process and they anticipate that the
methodology will be approved by the Court as part of the
confirmation of the Plan as a Settlement Plan.

Mr. Rutter will be paid $500 per hour for his services as
Settlement Arbitrator and will be reimbursed for his reasonable
out-of-pocket expenses.

The Diocese and the Creditors Committee are negotiating whether
Mr. Rutter's compensation and expenses will be paid by the estate
or by the Settlement Trust, Ms. Jones informs the Court.  The Plan
provides that Mr. Rutter's compensation and expenses will be paid
by the Settlement Trust, but the Creditors Committee has not
consented to this Plan provision, she explains.

The Creditors Committee asks that the Diocese compensate
Mr. Rutter under the existing order for interim compensation of
bankruptcy professionals.  If the Court confirms the Plan as a
Settlement Plan, the Court will determine whether the Diocese or
the Settlement Fund should pay Mr. Rutter's fees and expenses.

If the Court determines that the Settlement Trust should bear his
fees and expenses, the Diocese can deduct those fees and expenses
from the funds to be transferred to the Settlement Trust, and if
the Plan is confirmed as a CDOW-Only Plan, the Creditors Committee
and the state court counsel will not object to the deduction of
Mr. Rutter's fees and expenses from the assets of the Plan Trust
payable to the Survivor Claimants, Ms. Jones says.

Mr. Rutter attested that he is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore
of Maryland and serves about 230,000 Catholics.  The Delaware
diocese is the seventh Roman Catholic diocese to file for Chapter
11 protection to deal with lawsuits for sexual abuse.  Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The Diocese filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13560) on Oct. 18, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese.
The Ramaekers Group, LLC, is the financial advisor.  The petition
says assets range $50 million to $100 million while debts are
between $100 million to $500 million.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin Oct. 19, 2009.
There were 131 cases filed against the Diocese, with 30 scheduled
for trial, as of the bankruptcy filing.

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


CDC PROPERTIES I: Unsecureds to Receive $50,000 Every 6 Months
--------------------------------------------------------------
CDC Properties I, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Washington on June 10, 2011, a disclosure
statement in support of its plan of reorganization.

The hearing to consider the approval of the disclosure statement
will be held on July 21, 2011, at 9:00 a.m.  The Response Deadline
is July 14, 2011.

The Plan centers on the restructuring of the Debtor's obligations
to its three largest creditors: Midland Loan Services, Inc., Wells
Fargo Bank, N.A., and Equity Funding, LLC, and the payment in full
to the Debtor's unsecured creditors.

The Plan designates 5 classes of claims and interests.

Equity Funding's Claim 1 is classified under Class 1.  This claim
will be fixed in the amount of $188,751.66.  This will be repaid
in sixty (60) interest only monthly payments (3% p.a.), with the
balance due on the end of the 61st month.

Equity Funding's Claim 2 is classified under Class 2.  This Claim
will be fixed in the amount of $2,000,000.  This will be repaid in
monthly payments of $19,263.99 through Oct. 1, 2014, with a
balloon payment due on Oct. 30, 2014.  The Debtor may, however,
extend the loan term for an additional 60-month period, subject to
all other then-existing loan terms.

Equity Fund Claim 2 is subject to a pending lawsuit styled Bingo
Investments LLC v. Centrum Financial Services, Inc., King County,
Washington, Case No. 11-2-0908804 SEA (the "Bingo Lawsuit").  To
the extent the Bingo Lawsuit results in a reduction in the amount
recoverable on account of the loan documents underlying the Equity
Funding Claim 2 below what is provided for in the Plan, the
Debtor's obligation on account of the Equity Funding Claim 2 will
be for the lesser amount.

The Midland Claim in Class 3 in the approximate amount of
$30,040,774 will be repaid in monthly payments of $229,814.95
through Oct. 1, 2014, with a balloon payment due on Oct. 30, 2014.
The Debtor may, however, extend the loan term for an additional
60-month period, subject to all other then-existing loan terms.

The Wells Fargo Claim Claim in Class 4 in the approximate amount
of $2,553,530 will be repaid in monthly payments of $15,000
through Oct. 1, 2014, with a balloon payment due on Oct. 30, 2014.
The Debtor may, however, extend the loan term for an additional
60-month period, subject to all other then-existing loan terms.

Allowed Claims for general unsecured debt in Class 5, which could
include approximately $140,244.16 in claims, will receive semi-
annual payments of $50,000 from the net rents generated by the
Properties each January and July, commencing in January 2012,
until the Class 5 claims are paid in full.

Equity Interests of CDC Acquisition Company I, LLC, in the Debtor
under Class 6 will not be modified, and it will retain its
ownership interests.

A copy of the disclosure statement is available at:

          http://bankrupt.com/misc/cdcpropertiesI.DS.pdf

Tacoma, Washington-based CDC Properties I, LLC, owns 10 commercial
buildings in Washington.  Most of the space in its buildings is
leased to the State of Washington and occupied by various of its
agencies.  CDC Properties filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 11-41010) on Feb. 10, 2011.
Brad A. Goergen, Esq., Mark D. Northrup, Esq., at Graham & Dunn
PC, in Seattle, Wash., serve represent the Debtor.  The Debtor
disclosed $47,304,590 in total assets, and $75,714,502 in total
liabilities as of the Chapter 11 filing.


CDC PROPERTIES II: Sec. 341 Creditors' Meeting Set for July 13
--------------------------------------------------------------
The United States Trustee for the Western District of Washington
will convene a Meeting of Creditors pursuant to 11 U.S.C. 341(a)
in the bankruptcy case of CDC Properties II, LLC, on July 13,
2011, at 3:00 p.m. at Courtroom J, Union Station.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This Meeting
of Creditors offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible office of the Debtor under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

The last day to oppose dischargeability is Sept. 9, 2011.

Tacoma, Washington-based CDC Properties II LLC filed for Chapter
11 bankruptcy (Bank. W.D. Wash. Case No. 11-44554) on June 2,
2011.  Judge Paul B. Snyder presides over the case.  Brad A.
Goergen, Esq., at Graham & Dunn PC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Thomas W. Price,
member/manager.

Affiliate CDC Properties I, LLC, sought Chapter 11 protection
(Case No. 10-41010) on Feb. 2, 2010.  Prium Kent Retail, LLC.
Prium Lakewood Buildings, and Prium Meeker Mall LLC filed separate
Chapter 11 petitions in 2010.


CEDAR FUNDING: Judge Novack Approves Final $1.34 Million Fees
-------------------------------------------------------------
Larry Parsons at the Monterey County Herald reports that
Bankruptcy Court Judge Charles Novack approved a final round $1.34
million in fees and costs for attorneys and financial experts who
handled the liquidation of Monterey mortgage lender Cedar Funding.

According to the report, despite objections from a creditors
committee and others, Judge Novack approved fees a little less
than what trustee Todd Neilson and his legal and economic advisers
had sought.

Mr. Parsons says a liquidation plan, which estimated that
creditor-investors would receive 5- to 10-cents for every dollar
they put into Cedar Funding, was approved by creditors in
February.

                      About Cedar Funding

Monterey, California-based Cedar Funding Inc. --
http://www.cedarfundinginc.com/-- was a mortgage lender.   David
Nilsen, the principal, filed for Chapter 11 bankruptcy for Ceder
Funding after the Company stopped monthly payments to its
investors.

Cedar Funding filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 08-52709) on May 26, 2008 due to the collapse of its Ponzi
scheme.  Cedar Funding accepted many millions of dollars from
hundreds of individuals who believed they were acquiring
fractional interests in loans that were secured by real property.
Many more invested with CFI through a related entity, Cedar
Funding Mortgage Fund LLP, that acquired fractional interests in
the name of the Fund.  CFI failed to record assignments of its
deeds of trust that would have provided security interests to most
of its investors, including the Fund.

R. Todd Neilson was appointed Chapter 11 trustee in the case.
Cecily A. Dumas, Esq., at Friedman, Dumas and Springwater, in San
Francisco, represents Mr. Neilson.  The Debtor estimated assets of
less than $50,000 and debts of $100 million to $500 million in its
Chapter 11 petition.

As reported by the Troubled Company Reporter on March 7, 2011, the
Bankruptcy Court confirmed the joint Chapter 11 plan of
liquidation proposed by R. Todd Neilson, the Chapter 11 trustee
for the bankruptcy estates of Cedar Funding, Inc., et al., and the
Official Committee of Unsecured Creditors.  According to the
disclosure statement explaining the Plan, holders of unsecured
claims aggregating $146,000,000 are expected to recover 5% to 10%
of their allowed claims.  Holders of unsecured claims classified
as convenience claims -- expected to total $700,000 -- will each
receive a one-time payment of $2,000 and are projected to recover
100 cents on the dollar.


CELL THERAPEUTICS: Increase in Authorized Common Shares Approved
----------------------------------------------------------------
Cell Therapeutics, Inc., announced the results from its Special
Meeting of Shareholders held on Friday, June 17, 2011.  At the
meeting, shareholders approved the proposal to amend CTI's amended
and restated articles of incorporation to increase the total
number of authorized shares and authorized shares of common stock.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company reported a net loss of $82.64 million on $319,000 of
revenue for the 12 months ended Dec. 31, 2010, compared with a net
loss of $82.64 million on $80,000 of total revenue during the same
period in 2009.

The Company's balance sheet at March 31, 2011 showed
$60.92 million in total assets, $43.11 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$4.35 million total shareholders' equity.

Marcum LLP, in San Francisco, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern in its
audit reports for the financial statements for 2009 and 2010.  The
independent auditors noted that the Company has incurred losses
since its inception, and has a working capital deficiency of
approximately $14.2 million at Dec. 31, 2010.


CENTRAL FALLS: Moody's Downgrades Bond Rating to 'Caa1'
------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B3 the City
of Central Falls' (RI) general obligation bond rating, affecting
approximately $20.8 million in outstanding debt. The outlook
remains negative. At this time, Moody's has also affirmed the Ba1
Rhode Island Health and Education Building Corporation's 2007B
pool financing, of which Central Falls is a minor participant. The
outlook on the 2007B RIHEBC bonds has been revised to negative.

Summary Rating Rationale

The downgrade reflects Moody's view that the mounting challenges
facing the city to secure additional liquidity to fund operations
in fiscal 2012 and achieve progress toward longer-term structural
reforms have increased the probability of a Chapter 9 bankruptcy
filing and the potential for a payment default resulting in losses
to bondholders.

The rating action was driven by two primary considerations:

1. An increased risk that the city will be unable to stabilize its
   financial position, particularly one of its public safety
   pension plans, without restructuring its obligations through a
   Chapter 9 filing.

2. The heightened potential for a default early in fiscal year
   2012 (begins July 1) should the city be unable to secure
   additional funding.

The negative outlook on the Caa1 rating reflects the uncertainty
regarding bondholder recovery in the event of a default and/or a
Chapter 9 filing. While legislation is working its way through the
Rhode Island state legislature which would create a lien on ad
valorem revenues for the benefit of bondholders, it is unclear how
this new law, should it pass, would hold up in a bankruptcy
proceeding.

Credit Strengths

- Active state participation and oversight of the city's financial
  operations and cash flow in an effort to avoid a default.

- The state's ability to intercept aid due to the city, from the
  state, which could mitigate potential bondholder losses.

Credit Challenges

- Deteriorating pension plan that is expected to run out of assets
  by October of 2011 without additional funding or significant
  concessions for current employees and retirees.

- Small tax base and weak demographic profile constrain the city's
  ability to raise sufficient revenues to close its structural
  gap. Central Falls is the poorest city in the state and had an
  unemployment rate of 14.6% in April.

- Reliance on market access for short-term borrowing to fund
  operations and pay debt service.

- Lack of progress toward sustainable long-term solutions to
  stabilize the city's financial position.

Detailed Credit Discussion

Central Falls' fiscal challenges continue to mount and the ability
of the city to address its long-term structural deficit without
extraordinary outside assistance, is constrained by its weak
revenue raising ability and a high level of fixed costs. The city
has yet to develop a balanced operating budget for fiscal 2012 and
it is not likely that a workable plan will be forthcoming without
the State of Rhode Island (G.O. rated Aa2/negative outlook)
appropriating additional funds to close the city's projected
budget gap and ease its cash flow needs. It is unclear what level
of state support, if any, with be forthcoming. While the city
expects to pay its fiscal 2011 tax anticipation note (due June
30), a significant cash shortfall will occur early in fiscal 2012,
increasing the possibility of a failure to pay the $473,302 debt
service payment that is due on July 15.

Driving the city's structural deficit are looming pension
contributions. The funded status of one of the city's pension
plans for its public safety employees continues to deteriorate due
to the absence of any fiscal support from the city. During fiscal
2011 the city continued its practice of leaving the annual
required pension contribution (ARC) unfunded and drawing on the
remaining plan assets to fund pension payments. The city's state
appointed fiscal receiver has identified a budget gap of
approximately $4.8 million for fiscal 2012, a figure which assumes
full ARC funding. The levy increase that would be needed to fully
fund the shortfall is approximately 40%, a largely unworkable
increase particularly given the city's income profile. An
alternative budget scenario, under which the city only funds the
pay-as-you-go portion of the pension ARC, would still require a
levy increase in excess of 20%. While Moody's expects the city to
seek expenditure relief through negotiated concessions with
current employees and retirees, it is unclear how successful these
negotiations will be or if any negotiated settlement will be
sufficient to close the projected shortfall.

The city ended fiscal 2010 with a $2.3 million General Fund
deficit, representing approximately 14% of operations. The deficit
was driven by lower than budgeted state aid receipts ($312,014),
following a mid-year reduction to the city's motor vehicle excise
tax reimbursement, and nonpayment of an anticipated disbursement
from the Wyatt detention center of $1.2 million due to challenges
at the facility. Further, the city experienced greater-than-
budgeted expenditures resulting from overtime costs and unplanned
expenses to compensate the court appointed receiver. Operations
have remained strained in fiscal 2011 as revenues have fallen
short of budget, largely due to lower than projected collections
following a motor vehicle excise tax increase. The city is
currently undertaking efforts to consolidate cash from other city
funds as well as aggressively pursuing collections in an attempt
to close the fiscal year without increasing the General Fund
deficit.

What Could Change the Rating - Up (Remove the Negative Outlook)

Moody's could upgrade the city's rating and/or remove the negative
outlook if structural reforms were to proceed much more rapidly
than Moody's currently expects and/or additional financial
assistance is provided from the State of Rhode Island to the city
which significantly improves its credit profile and liquidity
position.

What Could Change the Rating - Down

Moody's could downgrade the rating further should it become
evident that bondholder losses, in the event of default, exceed
levels consistent with the current rating category; which could
occur if the city experienced a prolonged period of inadequate
cash flow or through a court decision, should the city file for
bankruptcy.

KEY STATISTICS

2008 Population (Census Projection): 18,683 (-1.3% since 2000)

2011 Full value: $439 million (down 45% from the prior year)

Full value per capita: $23,498

Overall debt burden: 5.4%

Payout of principal (10 years): 76%

Fiscal 2010 Unreserved General Fund balance: $-2.2 million (-14%
of General Fund revenues)

Median Family Income as % of Rhode Island, as % of US: 50.9%,
53.6%

Per Capital Income as % of Rhode Island, as % of US: 49.9%, 50.1%

Debt outstanding: $20.8 million

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments, published in
October 2009.


CHARLES LETT: Dist. Ct. Says Plan Violates Absolute Priority Rule
-----------------------------------------------------------------
Senior District Judge Charles R. Butler, Jr., held that the
Bankruptcy Court erred in confirming Charles L. Lett, Sr.'s
Chapter 11 Plan because that Plan violated the absolute priority
rule, codified in 11 U.S.C. Sec. 1129(b)(2)(B)(ii), by permitting
payment to a junior class of unsecured creditors and by permitting
the Debtor to retain title to property.  The Bankruptcy Court
order confirming the Plan is vacated and reversed.  The matter is
remanded to the Bankruptcy Court for further action.

Mr. Lett's reorganization plan was approved on Feb. 12, 2008, but
his largest creditor, the Alabama Department of Economic and
Community Affairs, appealed the confirmation order.  Ball
Healthcare-Dallas, L.L.C., which holds a leasehold interest in the
largest asset of the Debtor's estate, was allowed to intervene as
an appellee.  The District Court initially affirmed the Bankruptcy
Court's confirmation order, although it did so without reaching
the merits of any of the issues raised by ADECA.  Instead, the
District Court concluded that "the issues raised in this appeal
were not first presented to the Bankruptcy Court" and therefore
"have been waived and shall not be addressed on appeal."

The U.S. Court of Appeals for the Eleventh Circuit reversed and
held, as a matter of first impression, that an impaired creditor
need not raise an objection before the bankruptcy court to
preserve for appeal the violation of bankruptcy's absolute
priority rule.  Therefore, the District Court has been directed to
determine "whether the Plan violates the absolute priority rule."
The Troubled Company Reporter reported the Eleventh Circuit's
ruling in its Feb. 16, 2011 edition.

A copy of Judge Butler's June 13, 2011 Opinion and Order is
available at http://is.gd/CHnwMHfrom Leagle.com.

Charles L. Lett, Sr., a physician who practices medicine in Selma,
Ala., and is the sole member of Charles L. Lett, M.D., P.C., filed
a chapter 11 petition (Bankr. S.D. Ala. Case No. 04-_____) on
March 26, 2004, one day prior to a scheduled deposition related to
the Alabama Department of Economic and Community Affairs' attempts
to enforce a state court judgment.  Dr. Lett's estate consisted of
one primary asset -- a 50% interest in a nursing home and two
acres of land located in Selma, Ala., which the Bankruptcy Court
valued at $935,000.


CHRISTIAN BROTHERS: Court OKs Pachulski Stang as Committee Counsel
------------------------------------------------------------------
The Hon. Robert D. Drain of the Bankruptcy Court for the Southern
District Of New York authorized Official Committee of Unsecured
Creditors in the Chapter 11 cases of The Christian Brothers'
Institute, et al., to retain James I. Stang at Pachulski Stang
Ziehl & Jones LLP as its counsel.

As reported in the Troubled Company Reporter on June 14, 2011,
Pachulski Stang is expected to, among other things:

    (a) assist, advise and represent the Committee in its
        consultations with the Debtors regarding the
        administration of these Cases;

    (b) assist, advise and represent the Committee in analyzing
        the Debtors' assets and liabilities, investigating the
        extent and validity of liens or other interests in the
        Debtors' property and participating in and reviewing
        any proposed asset sales, any asset dispositions,
        financing arrangements and cash collateral stipulations
        or proceedings; and

    (c) review and analyze all applications, motions, orders,
        statements of operations and schedules filed with the
        Court by the Debtors or third parties, advise the
        Committee as to their propriety, and, after consultation
        with the Committee, take appropriate action.

Compensation will be payable to PSZJ on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by PSZJ.  The current rates charged by PSZJ for
professionals and paralegals employed by the Firm are:

   Designations                Hourly Rates
   ------------                ------------
   Partners                    $550 - $950
   Counsel                     $425 - $725
   Associates                  $345 - $495
   Paraprofessionals           $175 - $255

The firm's professionals and paraprofessionals presently
designated to represent the Committee and their current standard
rates are:

  Professionals               Hourly Rates
  -------------               ------------
  James I. Stang, Esq.           $850
  Kenneth H. Brown, Esq.         $750
  Gillian N. Brown, Esq.         $550
  Ilan D. Scharf, Esq.           $550
  Denise Harris, Esq.            $255

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

               About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  CBI estimated its assets at
$50 million to $100 million and debts at $1 million to
$10 million.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CKX INC: Moody's Assigns 'B2' Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service assigned CKX Entertainment, Inc. a B2
Corporate Family Rating and B2 Probability of Default Rating, as
well as a B2 (LGD-4, 52%) rating on the company's proposed $360
million Senior Secured Notes and a Ba2 (LGD-1, 2%) rating on the
company's $35 million 1st Lien Senior Secured Revolver. The
revolver will be held at CKX, Inc., an intermediate holding
company and is expected to be undrawn at close. Proceeds of the
financing, along with an equity contribution of approximately $194
million, will be used to fund the acquisition of CKX by Apollo
Global Management, LLC (Apollo) for an implied equity value of
$511 million. The outlook for CKX is Stable.

Issuer: CKX Entertainment, Inc.

   -- Corporate Family Rating, Assigned B2

   -- Probability of Default Rating, Assigned B2

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

   -- New $360 million Senior Secured Notes Due 2019, Assigned B2
      (LGD-4, 52%)

Issuer: CKX, Inc.

   -- New $35 million 1st Lien Senior Secured Revolver Due 2016,
      Assigned Ba2 (LGD-1, 2%)

RATING RATIONALE

CKX's B2 rating reflects the company's relatively high pro-forma
leverage of approximately 4.6x (incorporating Moody's standard
adjustments and including approximately $23 million of preferred
shares; 4.3x excluding preferred shares), modest scale, and
substantial reliance on revenue and EBITDA from its American Idol
franchise which accounted for approximately 60% of EBITDA in 2010.
The ratings are supported by the company's improving EBITDA
margins (expected to be in the low-to-mid 30% range over the next
two years), positive free cash flow generation, its 85% ownership
of Elvis Presley Enterprises, and the strength of the American
Idol (Idol) and So You Think You Can Dance (SYTYCD) shows.

Moody's concerns regarding the high concentration of revenue
generated from American Idol is somewhat mitigated by the strength
of the television show which continues to lead Nielsen ratings in
the 18 -- 49 demographic and drives ancillary revenue in the form
of concert tours, international programs and merchandise. The
recent rating trends for the 2011 Idol provide good near term
visibility. Its SYTYCD series is up for renewal at the end of this
season, but early rating performance has been encouraging. If the
series is cancelled however it could increase leverage by
approximately half a turn in Moody's estimation. CKX also receives
support from its 85% ownership in the Elvis Enterprises and
Graceland operations, although its Las Vegas based show Viva Elvis
has not met initial expectations. In 2010 CKX meaningfully cut
SG&A spend which Moody's expects will drive EBITDA margins going
forward. The company's low maintenance capex spend of
approximately $4 million annually helps support good free cash
flow, however additional capex spend in Graceland in 2012 and 2013
will weaken free cash over this time period.

Moody's expects CKX's leverage at year end 2011 will be in the
high 4x's range (using Moody's standard adjustment) and remain in
that range through 2013. Over a long term horizon Moody's expects
for a gradual decline in revenue and expect that a replacement for
SYTYCD will need to be found to replace this series. The lack of
growth and expected decline of its series over time will drive
pressure to create new shows or make debt financed acquisitions to
drive growth which may lead to higher leverage levels in Moody's
opinion.

The new notes are rated B2, in line with the Corporate Family
Rating, and are subordinate to the senior secured 1st lien
revolver (rated Ba2) which is secured by the stock of the direct
subsidiaries while the notes are not. The limitation on providing
security on many of its assets limit the security package of the
notes, although it would make them structurally senior to any
additional subordinate notes.

CKX's stable outlook reflects Moody's expectation that the company
will continue to generate Free Cash Flow largely driven by the
success of its American Idol and Elvis Presley assets. Moody's
expects leverage will remain in the mid-to-high 4x range over the
rating horizon with positive free cash flow as EBITDA margins
remain strong around 33% - 34%.

Moody's would consider an upgrade if the company were to generate
new sustainable growth opportunities which did not result in
incremental leverage. If CKX can reduce and maintain leverage
below 4x (using Moody's standard adjustments and including the
preferred shares) while continuing to generate meaningful free
cash flow, Moody's would consider an upgrade.

CKX's ratings could experience downward pressure if ratings for
American Idol and So You Think You Can Dance television shows
begin to meaningfully decline or if they to fail reach an
agreement with Fox on a new contract. If leverage were to exceed
and remain above 5.5x, Moody's would consider a downgrade.

CKX Entertainment, Inc., with its headquarters in New York, owns
and develops entertainment content worldwide. It holds rights to
the name, image and likeness of Elvis Presley, Muhammad Ali,
operations of Graceland and proprietary rights to the IDOLS
television brand including the American Idol and So You Think You
Can Dance series. The company has three reporting segments: 19
Entertainment (75% of 2010 revenues), Elvis Presley Enterprises
(24%), and Muhammad Ali Enterprises (1%). For LTM through March
31, 2011 the company generated revenue of approximately $260
million.

Information sources used to prepare the credit rating are the
following: parties involved in the ratings, parties not involved
in the ratings, public information, and confidential and
proprietary Moody's Investors Service information.

The methodology used in determining instrument ratings was Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


CKX INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to CKX Inc., which it rates on a
consolidated basis with its parent company, CKX Entertainment Inc.
The outlook is stable.

"At the same time, we assigned CKX Inc.'s proposed $35 million
first-lien revolving credit facility due 2016 a preliminary issue-
level rating of 'BB-' (two notches above the 'B' preliminary
corporate credit rating), with a preliminary recovery rating of
'1', indicating our expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default. We also
assigned our preliminary issue-level rating of 'B-' to the
company's proposed $360 million second-lien senior secured notes
due 2019, with a preliminary recovery rating of '5', indicating
our expectation of modest (10% to 30%) recovery for noteholders in
the event of a payment default. CKX Entertainment Inc. is the
issuer under the second-lien secured notes," S&P said.

"Our 'B' preliminary corporate credit rating on CKX incorporates
our assumption of stable operating performance at the company's
key franchise, American Idol, over at least the next few seasons,
but reflects the potential for decline in later years," said
Standard & Poor's credit analyst Michael Altberg.

CKX owns, develops, and commercializes entertainment content. It
owns the rights to the IDOLS television brand, including the
American Idol series and 40 local adaptations of the show
broadcast in over 100 countries. CKX has a heavy reliance on the
IDOLS brand, which accounted for roughly 41% of revenue in 2010.
"We believe potential volatility in the domestic television
performance of American Idol, and the characteristic long-term
decline of such shows, would have negative repercussions on
revenue generated from music touring, record sales, merchandizing,
artist management, and to a lesser extent, foreign syndication,"
said Mr. Altberg, noting that these factors are only partly offset
by American Idol's current dominance of primetime audience
ratings, the company's high EBITDA margin, and some degree of
annual revenue visibility due to TV license fees and
royalties/licensing revenue from its 85% ownership interest in
Elvis Presley Enterprises. The Graceland tourist attraction, while
popular, is slated for expansion capital expenditures in
2012 and 2013, and involves a risk of return on investment.

The stable rating outlook reflects Standard & Poor's expectation
that CKX will maintain adequate liquidity over the intermediate
term, despite the potential for modest revenue declines in 2011
owing to lower sponsorship and music touring sales. "We expect
steady operating performance from CKX's programming portfolio over
the near term," said Mr. Altberg.


CLEAN HARBORS: Moody's Raises Liquidity Rating to SGL-2 from SGL-3
------------------------------------------------------------------
Moody's Investors Service has changed the speculative grade
liquidity rating of Clean Harbors, Inc. to SGL-2 from SGL-3,
denoting good, rather than just adequate, liquidity. The change
follows Clean Harbors' execution of a new, $250 million asset-
based revolving credit facility (unrated) on May 31, 2011.

Ratings Upgraded:

Speculative grade liquidity, to SGL-2 from SGL-3

Rating unaffected:

Corporate family, Ba3

Probability of default, Ba3

$520 million senior secured notes due 2016, Ba3, LGD 3, 43%

Rating outlook, Stable

The SGL rating change is driven by an increase in the revolving
credit facility size to $250 million from $120 million, and the
company's cash balance that exceeds $300 million. Moody's
estimates the credit facility's accounts receivable borrowing base
comfortably exceeds the commitment level, leaving effective
availability of about $165 million after letters of credit
utilization. Further, the liquidity profile is supported by
expectation of positive free cash flow generation in 2011 despite
elevated capital expenditures. The facility features a minimum
fixed charge covenant ratio test which activates when availability
declines below a minimum liquidity level; Moody's anticipates
ample financial ratio covenant cushion and high likelihood of
compliance over the next twelve months. As well, the new facility
has a $150 million U.S. and $100 million Canadian commitment
portions, versus the prior facility which was a $120 million U.S.-
only line. The larger line and ability to borrow at the Canadian
business level will better support rising scale and liquidity
needs of Clean Harbors' Canadian operations.

Although total liquidity is boosted by a large cash balance, the
SGL-2 also considers that cash will probably decline with future
acquisition spending. A $250 million senior secured note issuance
in Q1-2011 was to help fund two planned acquisitions, but one of
the two (Badger Daylighting Ltd.) was terminated, leaving more
cash on hand than was expected. As of March 31, 2011 the company
had cash of $532 million while the Peak Energy Services Ltd.
acquisition, which closed on July 10, consumed about $200 million.

The corporate family rating of Ba3 and the positive rating outlook
remain unaffected by the improved liquidity profile. The value of
Clean Harbors' hazardous waste disposal assets across the U.S. and
Canada are enhanced by difficulty of obtaining permits for new
hazardous waste disposal assets; scarcity of new-site permits
represents an entry barrier. Improving interest coverage and good
returns accompanying the company's recent growth support the
positive outlook.

A ratings upgrade would depend on debt to EBITDA being sustained
below 3x, EBIT to interest above 3x and a continued good liquidity
profile. Outlook stabilization or a downgrade would follow
expectation of debt to EBITDA above 4x, EBIT to interest below 2x,
or a weakening liquidity profile.

The principal methodology used in rating Clean Harbors, Inc. was
the Global Business & Consumer Service Industry Rating Methodology
Industry Methodology, published October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA, published June
2009 (and/or) the Government-Related Issuers methodology,published
July 2010.

Clean Harbors, Inc., headquartered in Norwell, Massachusetts, is a
leading provider of environmental services and a leading operator
of non-nuclear hazardous waste treatment facilities in North
America. Revenues for the last twelve months ended March 31, 2011
were $1.8 billion.


CLEARWIRE CORP: Eleven Directors Elected at Annual Meeting
----------------------------------------------------------
The Board of Directors of Clearwire Corporation appointed Bruce
Chatterley as a director of the Company, with the appointment
effective immediately.  The nomination of Mr. Chatterley was made
by Intel Corporation pursuant to the terms of the Equityholders'
Agreement dated Nov. 28, 2008, by and among the Company, Intel,
Sprint Nextel Corporation, Google Inc., Comcast Corporation, Time
Warner Cable Inc., Bright House Networks LLC and Eagle River
Holdings, LLC.  Because the Company had already filed its Proxy
Statement and begun soliciting proxies for its Annual Meeting by
the time it received Intel's nomination, the Company and Intel
agreed that Mr. Chatterley's nomination would not be submitted at
the Company's Annual Meeting for a vote by stockholders, and
instead the Board would appoint Mr. Chatterley at a Board meeting
immediately following the Annual Meeting.  Mr. Chatterley was also
appointed to serve on the Nominating and Governance Committee and
the Strategic Committee.

Mr. Chatterley, age 48, served as President - Business Markets of
Megapath, Inc., a nationwide competitive local exchange carrier,
from August 2010 until April 2011.  From May 2007 until August
2010, Mr. Chatterley served as President and Chief Executive
Officer of Speakeasy, a division of Best Buy Co., Inc., and a Vice
President of Best Buy.  From September 2003 until May 2007, Mr.
Chatterley served as President and Chief Executive Officer and as
a director of Speakeasy, Inc., a nationwide provider of broadband-
based voice and data communication services, until its sale to
Best Buy.  Prior to that, he was CEO of ViAir Inc., a developer of
wireless mobile messaging software, until its sale in 2003.  Prior
to ViAir Inc., Mr. Chatterley served as President Small and Mid
Markets for Concur Technologies, Inc., a developer of travel and
expense management services.  Before starting at Concur in 1999,
Mr. Chatterley served in a variety of executive and management
positions for a number of public companies including Ameritech
Corporation, US West, Inc., General Electric Company and IBM.

The Annual Meeting of Stockholders of the Company was held on
June 15, 2011.  Four items of business were acted on by
stockholders at the Annual Meeting:

    * The Stockholders elected eleven directors to serve on the
      Board of Directors of the Company until the next Annual
      Meeting or their respective successors are elected and
      qualified, namely: (1) John W. Stanton, (2) William R.
      Blessing, (3) Jose A. Collazo, (4) Mufit Cinali, (5) Hossein
      Eslambolchi, (6) Dennis S. Hersch, (7) Brian P. McAndrews,
     (8) Theodore H. Schell, (9) Kathleen H. Rae, (10) Benjamin G.
      Wolff and (11) Jennifer L. Vogel.

    * A majority of votes was cast in favor of the proposal and
      the appointment of Deloitte & Touche LLP as independent
      registered public accountants was ratified.

    * The Stockholders approved, on an advisory basis,
      compensation of the Company's named executive officers.

    * The Stockholders approved the proposal to hold an advisory
      vote on the compensation of the Company's named executive
      officers every year.

                     About Clearwire Corporation

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

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

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

                          *     *     *

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

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


COBE CHEMICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cobe Chemical Co., Inc.
        8616 Slauson Ave.
        Pico Rivera, CA 90660

Bankruptcy Case No.: 11-36002

Chapter 11 Petition Date: June 16, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Helen R. Frazer, Esq.
                  ATKINSON ANDELSON LOYA RUUD & ROMO
                  12800 Center Court Dr., Ste. 300
                  Cerritos, CA 90703
                  Tel: (562) 653-3417
                  Fax: (562) 653-3703
                  E-mail: hfrazer@aalrr.com

Scheduled Assets: $1,980,385

Scheduled Debts: $7,188,656

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-36002.pdf

The petition was signed by Sergio Quinones, president.


COLTS RUN: Has Access to Cash Collateral Until Mid-August
---------------------------------------------------------
PNC Bank alleges that neither the Cash Collateral Order nor the
udget provide for the Debtor's use of PNC's cash collateral to
ay the compensation, fees and expenses)

On May 26, 2011, the U.S. Bankruptcy Court for the Northern
District of Illinois entered its 5th order amending the Court's s
4th interim cash collateral granting Colts Run, L.L.C.,
authorization to use PNC Bank, National Association's cash
collateral.

The Court has set a final hearing for Aug. 18, 2011, at 10:30 a.m.
on the Debtor's request to be allowed to use the cash collateral.

Since May 7, 2010, the Court has entered four interim orders
allowing the Debtor to use cash collateral in accordance with a
budget.  The fourth interim order was entered on Aug. 4, 2010.

A copy of the latest budget is available for free at:

        http://bankrupt.com/misc/coltsrun.doc289budget.pdf

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Case No. 10-18071) on
April 23, 2010.  Arthur G. Simon, Esq., David K. Welch, Esq.,
Jeffrey C. Dan, Esq., and Scott R. Clar, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, Ill, represent the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$25,085,211 in assets and $23,063,333 in liabilities as of the
Petition Date.


COLTS RUN: Wants Court's OK to Pay Counsel Fees from PNC Bank Cash
------------------------------------------------------------------
On June 28, 2011, at 10:30 a.m., Colts Run, LLC, will appear
before the Honorable Pamela S. Hollis, Bankruptcy Judge, to
present the Debtor's amended motion for authority to use cash
collateral of PNC Bank to pay allowed administrative claims.  The
Debtor has filed motions pursuant to Section 331 of the Bankruptcy
Code seeking the allowance of interim compensation to Debtor's
counsel and Debtor's accountants.

The Bank objected to the payment of the interim compensation.
According to the Debtor, one of the objections raised by the Bank
was that the Debtor has made no request under Section 363 to pay
such interim compensation from the Bank's collateral.

This motion disposes of that particular objection by the Bank.

The Debtor tells the Court that the Bank's objection to the
payment of the allowed interim fees and expenses is nothing more
than a part of its larger litigation strategy aimed at blocking
confirmation of a Plan that pays creditors in full with interest,
and since the secured interests of the Bank are adequately
protected and the Property has equity, the payment of allowed
interim fees and expenses to Debtor's counsel and Debtor's
accountants should be authorized.

A copy of the amended motion is available at:

       http://bankrupt.com/misc/coltsrun.amendedmotion.pdf

On June 2, 2011, PNC Bank filed a written objection to the
Debtor's Amended Motion, citing that:

  -- Debtor is prohibited from using PNC's cash collateral because
     Debtor cannot demonstrate adequate protection under
     Bankruptcy Code Section 363.  Because the Debtor cannot show
     that PNC's claim is significantly oversecured, and has not
     offered any other protection of PNC's interest, the Debtor is
     prohibited as a matter of law from diminishing PNC's
     collateral for purposes not allowed by the existing Cash
     Collateral Order.

  -- Debtor is not permitted to use PNC's cash collateral under
     Bankruptcy Code Section 506(c) because such use is not
     reasonable, necessary and beneficial to PNC.  According to
     PNC, to the contrary, the services of Debtor's professionals
     have only served to improve the Debtor's position at the
     Bank's expense.

                       About Colts Run, LLC

Lake Forest, Illinois-based Colts Run, LLC, owns and operates a
residential apartment project located in Lexington, Kentucky,
known as Colts Run Apartments.  The Company filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Case No. 10-18071) on
April 23, 2010.  Arthur G. Simon, Esq., David K. Welch, Esq.,
Jeffrey C. Dan, Esq., and Scott R. Clar, Esq., at Crane Heyman
Simon Welch & Clar, in Chicago, Ill, represent the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$25,085,211 in assets and $23,063,333 in liabilities as of the
Petition Date.


COMMANDER PREMIER: Facing Eviction, Files for Chapter 11
--------------------------------------------------------
Alton K. Marsh at Aircraft Owners and Pilots Association reports
that Commander Premier Aircraft, located at Cape Girardeau
Regional Airport, Missouri, filed for Chapter 11 bankruptcy
proceedings after facing an eviction notice from city officials.

The Company's assets were auctioned off prepetition but the bid
winner for the company could not find financing from European
banks to close the deal.  According to the report, despite the
eviction notice, Commander Premier Aircraft President Greg Walker
said he hopes a new buyer can be found before the eviction is
enforced.

The report relates that the company was sold in 2009 to Ronald
Strauss, a Montreal investor, but since that time, he has been
unable to collect a group of European banks willing to invest in
the company during a recession.  Mr. Strauss was in Europe
recently to raise the funding to complete the purchase.

City officials recently paid off the bonds using casino money and
can now do as they wish with the building since bond restrictions
on its use are now lifted.  The city sent an eviction notice May
16 to the company, notes the report.

Mr. Walker said the bankruptcy filing was forced by the threat of
legal actions from both Strauss and the city that could have
prevented a new buyer from purchasing the company.  There was no
binding agreement, Walker said, between Strauss and the previous
owner.  StoneGate Capital Group, the previous owner, will now try
to find a new buyer.


COMMANDER PREMIER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Commander Premier Aircraft Corporation
        4545 Old Jacksonville Hwy.
        Tyler, TX 75703

Bankruptcy Case No.: 11-60548

Chapter 11 Petition Date: June 16, 2011

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Jason R. Searcy, Esq.
                  SEARCY & SEARCY, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399
                  E-mail: jrspc@jrsearcylaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txeb11-60548.pdf

The petition was signed by Greg Walker, president.


COMSTOCK MINING: Files Form S-3; Registers 6.32MM Common Shares
---------------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
possible offer and sale of up to 6,325,691 shares of the Company's
common stock, par value $0.00666 per share, that are either
presently outstanding or that are issuable upon the conversion of
shares of our Series B Convertible Preferred Stock that are
presently outstanding.

The shares offered may be sold from time to time by one or more of
the sellers.  No seller is required to offer or sell any shares,
pursuant to this prospectus or otherwise.  The sellers anticipate
that, if and when offered and sold, the shares will be offered and
sold in transactions effected on NYSE Amex LLC, or NYSE AMEX, at
then prevailing market prices.  The sellers have the right,
however, to offer and sell the shares on any other national
securities exchange on which the Common Stock may become listed or
in the over-the-counter market, in each case at then prevailing
market prices, or in privately negotiated transactions at a price
then to be negotiated.

The Company will not receive any proceeds from the sale of shares
by the sellers.  All proceeds from sales of shares by sellers will
be paid directly to the sellers and will not be deposited in an
escrow, trust or other similar arrangement.  The Company will bear
all of the expenses in connection with the registration of the
shares offered, including legal and accounting fees.

The Common Stock is listed on the NYSE AMEX under the symbol
"LODE."

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

                        http://is.gd/6wWLmH

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $60.32 million for the year
ended Dec. 31, 2010, compared with a net loss of $6.06 million
during the prior year.  The Company had no revenues from
operations for the years ended Dec. 31, 2010 and 2009.

The Company's balance sheet at March 31, 2011, showed
$33.17 million in total assets, $10.89 million in total
liabilities, and $22.28 million in total stockholders' equity.


CONSPIRACY ENTERTAINMENT: Sirus Ahmadi Resigns as Pres. and CEO
---------------------------------------------------------------
Sirus Ahmadi informed Conspiracy Entertainment Holdings, Inc.,
that he was resigning as the Company's president, Chief Executive
Officer and a member of the Company's Board of Directors.
Mr. Ahmadi did not have any disagreements with the Company
regarding any matter related to the Company's operations, policies
or practices.

                  About Conspiracy Entertainment

Conspiracy Entertainment Holdings, Inc. (OTC BB: CPYE), through
its wholly owned subsidiary, Conspiracy Entertainment Corporation,
is a developer, publisher and marketer of entertainment software
in North America and Western Europe.  Conspiracy Entertainment was
founded in 1997 and is based in Santa Monica, California.

The Company's balance sheet at Sept. 30, 2010, showed $5,256,462
in assets, $10,216,852 in liabilities and a $4,960,390
stockholders' deficit.

Conspiracy Entertainment reported a net loss of $979,968 for 2009
from net income of $265,603,000 for 2008.  Net sales were
$9,600,592 for 2009 from $10,905,490 for 2008


COSO GEOTHERMAL: Moody's Downgrades Rating on Certificates to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Coso Geothermal Power
Holding's pass through trust certificates to B2 from B1. The
outlook remains negative.

The rating action reflects Moody's view that Coso could draw on
its 6-month senior rent reserve letter of credit in January 2012
by between $8 million to $17 million depending on Coso's
performance and cash receipts by the January 15, 2012 payment
date. The potential draw on the senior rent reserve letter of
credit is driven by further declines in total energy production in
Q1 2011 and increasing gap between originally forecasted power
production relative to actual power production. For last twelve
months (LTM) ended March 2011, total generation was 28% below
forecasts made in 2007 and Q1 2011 production is approximately 5%
below the 2011 budget. Higher than anticipated decline in the
geothermal resource continues to negate the benefits of the
Project's expanded capital program including the Hay Ranch water
augmentation project. If energy production worsens than current
expectations, the potential draw on the letter of credit could be
greater than anticipated.

The downgrade also reflects reduced sponsor funded capital
spending in 2011 estimated at roughly $2 million to $2.5 million
compared to roughly $18 million originally anticipated. The major
drivers of the reduced sponsor funded capital expenditure is due
to roughly $12 million of deferred capital projects including
installation of mechanical gas compressors for two of Coso's
operating units and $4 million of capital expenditures spent in
2010 instead of 2011. Moody's previously noted that Coso's sponsor
is not legally committed to make these equity contributions and
another expanded capital program is considered unlikely. The
deferral of the sponsor funded capital spending adds further
uncertainty regarding the Project sponsor's willingness to
contribute additional equity into the project especially given the
failure of the large equity funded capital program to produce
expected power generation levels and major execution risk to any
new capital spending program.

The rating action also reflects the project's low fixed charge
coverage ratio (FCCR) of approximately 1 times according to
Moody's calculations for LTM ended March 2011 which incorporates
an extraordinary one-time distribution of $6 million from Beowawe.
Without the $6 million one-time distribution, Coso's FCCR would
have been below 1.0 times.

Beyond 2011, additional sources of negative rating pressure
include the expiration of the fixed 'short run avoided cost'
(SRAC) prices at the end of April 2012 for the BLM unit (~1/3 of
output) and expiration of the letter of credit facilities in
December 2012. Once the fixed SRAC energy price of approximately
$63.5/MWh expires at the end of May 2012, Coso's BLM unit is
expected to receive floating SRAC prices. Over the last twelve
months ending May 2011, floating SRAC has averaged around $40/MWh
which is about 37% lower than the fixed price. Furthermore, Coso's
LC Facility matures on December 7, 2012 and the Project's ability
to extend the LC Facility is uncertain given Coso's weak financial
position. The LC Facility shares a 1st lien security interest in
the collateral along with Coso's rated debt and payments on the LC
Facility are pari passu to the rated bonds except reimbursement
obligations under senior rent reserve letter of credit. Thus a
default on the LC Facility (other than repayment of the senior
rent reserve LC) could cross default to the lease bonds. If the LC
Facility is not extended or if the Project is unable to exercise
its 5-year term out provision, the cross default feature on the
project letters of credit (not senior rent reserve letter of
credit) could be triggered in December 2012.

The negative outlook considers the likelihood for further declines
in the Project's power generation output, the potential for a draw
on the senior rent reserve in January 2012 and uncertainties
regarding the LC Facility maturity in December 2012.

The Coso's rating could stabilize if the Project is able to
stabilize energy production without significant new capital
expenditures, achieve FCCR of above 1.0 times on a sustained basis
and address the upcoming LC facility maturity.

The Project rating could be downgraded if energy production
declines further, if the Project draws upon the senior rent
reserve, the LC Facility maturity is not addressed or if the
Project's FCCR is below 1.0 times.

Coso Geothermal Power Holdings LLC is a special purpose company
formed to effectuate a sale-leaseback transaction of the Project.
The Project comprises of three linked geothermal plants with a
gross nameplate capacity of 302 MW located in California and a
17.7 MW geothermal plant in Nevada. The California geothermal
plants sell all their power to Southern California Edison (A3
senior unsecured) while the Nevada based plant sells its power to
Sierra Pacific Power (Ba1 Issuer Rating). Coso is owned indirectly
by Terra-Gen Power LLC (Terra-Gen).

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


COUNTRYVIEW MHC: Can Access BofA Cash Collateral Until June 30
--------------------------------------------------------------
On June 1, 2011, the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Countryview MHC Limited
Partnership to use cash collateral during the period June 1, 2011,
through June 30, 2011, to the extent set forth in a cash budget
for the month of June 2011, plus no more that 10% of the total
proposed expense payments, unless otherwise agreed by Bank of
America as successor by merger to LaSalle Bank National
Association, in its capacity as Trustee for the registered holders
of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage
Pass-Through Certificates, Series 2006-C4, or upon further of the
Court.

As adequate protection to the Lender for the use of its cash
collateral, Lender will be granted post-petition replacement liens
in the cash collateral to be generated by the Debtor post-
petition.

A final hearing on the cash collateral motion is scheduled before
the Court on June 28, 2011, at 10:30 a.m.

A copy of the June 2011 cash budget is available at:

    http://bankrupt.com/misc/countryviewmhc.june2011budget.pdf

                      About Countryview MHC

Countryview MHC Limited Partnership is an Illinois limited
partnership that owns a manufactured home community, consisting of
approximately 275 sites, situated in Franklin, Indiana.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-52722) on Nov. 29, 2010.  Eugene Crane, Esq., at Crane Heyman
Simon Welch & Clar, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


CPAC, INC.: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CPAC, Inc.
        4545 Old Jacksonville Highway
        Tyler, TX 75703

Bankruptcy Case No.: 11-60549

Chapter 11 Petition Date: June 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Jason R. Searcy, Esq.
                  SEARCY & SEARCY, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399
                  E-mail: jrspc@jrsearcylaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/txeb11-60549.pdf

The petition was signed by Greg Walker, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
Commander Premier Aircraft Corporation  11-60548          06/16/11


CROATAN SURF: Edwards Family Wants Stay Hearing Moved for 30 Days
-----------------------------------------------------------------
Edwards Family Partnership, LP, asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina to continue the hearings
set for June 6 and 7, 2011, on these motions filed by Royal Bank
America in the bankruptcy proceedings of Croatan Surf Club, LLC:

   1) motion for relief from automatic stay;
   2) motion for valuation of collateral; and
   3) motion to determine voting rights; determination of insider
      status; and classes of creditors.

EFP proposes that the hearing will be continued for a period of at
least 30 days.

RBA has filed motions with the Court seeking relief from the
automatic stay, to determine the value of the property, and for a
determination that RBA is entitled to vote EFP's claim for Plan
purposes.

EFP related that a group of investors has made an offer to
purchase the Senior Secured Note from RBA.  In addition,
Dr. Charles Edwards, the general partner of EFP, notified RBA of
his interest to purchase the Senior Secured Note, either
personally or through an entity that Edwards controls.

Royal Bank America agreed to extend a loan of $17,000,000 to the
Debtor on a senior secured basis pursuant to a loan and Security
Agreement between RBA and the Debtor dated December 20, 2007.  RBA
took a first security interest in a condominium development known
as Croatan Surf Club that is located in Dare County, North
Carolina, together with other assets of the Debtor.

EFP provided $3,000,000 in additional mezzanine financing to the
development.  EFP was granted a security interest in the real
property, together with other assets of the Debtor, but EFP's
security interest was expressly subordinated to the senior
security interest of RBA.

EFP is represented by:

         Charles N. Anderson, Jr.
         George F. Sanderson III
         ELLIS & WINTERS, LLP
         P.O. Box 33550
         Raleigh, NC 27615
         Tel: (919) 865-7000
         Fax: (919) 865-7010
         E-mail: chuck.anderson@elliswinters.com
                 george.sanderson@elliswinters.com

                      About Croatan Surf

Kill Devil Hills, North Carolina-based Croatan Surf Club, LLC,
owns a 36-unit ocean-front condominium building in Dare County,
North Carolina.  It filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.  Walter L.
Hinson, Esq., and Maureen Radford, at Hinson & Rhyne, P.A., in
Wilson, N.C., represent the Debtor as counsel.  Silverang &
Donohoe LLC serves as co-counsel.  No creditors committee has been
formed in the case.  In its schedules, the Debtor disclosed
$26,151,718 in assets and $19,350,000 in liabilities.


CROSS COUNTY: John P. Lewis OK'd as Primary Bankruptcy Counsel
--------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Cross County National
Associates, LP, to employ John P. Lewis, Jr., as primary
bankruptcy counsel.

As reported in the Troubled Company Reporter on May 23, 2011,
Mr. Lewis is expected to:

     a. assist in the preparation of schedules and statement of
        affairs and any amendments thereto;

     b. attend and participate with the Debtor in its
        Section 341 meeting;

     c. direct the Debtor concerning administrative and
        reorganization issues; and

     d. perform all other necessary legal services in
        connection with this Chapter 11 case and in any adversary
        proceedings arising in this case.

The Debtor will pay Mr. Lewis his $300 per hour rate and will
reimburse Mr. Lewis' actual and necessary expenses.

To the best of the Debtor's knowledge, Mr. Lewis, holds or
represents no interest adverse to the Chapter 11 Trustee or to the
estate and is a disinterested party under Section 101(14) of the
Bankruptcy Code with respect to the matters for which it is to be
retained.

              About Cross County National Associates

Plano, Texas-based Cross County National Associates, LP, dba Cross
County Mall, filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 11-40915) on March 28, 2011.  The Debtor
estimated its assets and debts at $10 million to $50 million.


CUMULUS MEDIA: S&P Assigns Preliminary 'B+' Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Cumulus Media Holdings Inc., a subsidiary of Atlanta-
based Cumulus Media Inc. "We placed the corporate credit rating on
CreditWatch with positive implications. We analyze Cumulus Media
Holdings on a consolidated basis with Cumulus Media
Inc.," S&P said

"At the same time, we issued a preliminary 'B+' issue-level rating
to Cumulus' proposed $2.4 billion senior secured credit
facilities, with a preliminary recovery rating of '3', indicating
our expectation of meaningful (50% to 70%) recovery for lenders in
the event of a payment default. The facilities consist of a $2.04
billion term loan B due 2018 and a $375 million revolver due 2016.
We determined the preliminary bank loan ratings in relation to our
expected consolidated corporate credit rating of 'B+' for the
company, following the successful completion of the Citadel
acquisition. If the acquisition is not completed, we will withdraw
the preliminary ratings," S&P related.

All ratings, excluding the preliminary senior secured issue level
ratings, will remain on CreditWatch with positive implications
pending Cumulus' merger with Citadel Broadcasting Corp. "Our
ratings are subject to review of the final documentation. Upon
completion of our review, we will issue our final ratings, which
may be different to our preliminary ratings," S&P said.

"The continued CreditWatch listing reflects our view that
consolidated debt leverage and financial risk for the combined
entity of Cumulus, Citadel, and CMP Susquehanna Radio Holdings
Corp. will be meaningfully lower than at Cumulus prior to the
merger," said Standard & Poor's credit analyst Jeanne Shoesmith.
"Pro forma for the proposed transaction, we estimate that the
consolidated company's pro forma lease-adjusted debt leverage will
be in the mid-6x to low-7x area (depending on the final stock
election by shareholders), compared to Cumulus' current lease-
adjusted debt leverage of 7.0x on March 31, 2011. If cost
synergies are included, pro forma lease-adjusted debt leverage
drops to the high-5x to low-6x range. The consolidated company's
increased scale, geographic diversity, potentially higher pricing
power, along with stronger credit metrics than premerger Cumulus,
could be consistent with a 'B+' corporate credit rating."


DARLING INT'L: S&P Raises Rating on $250MM Senior Notes to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery ratings on
Irving, Texas-based Darling International Inc.'s $250 million
senior unsecured notes due 2018 to '3', indicating its
expectations for meaningful recovery (50%-70%) in the event of
a payment default, from a recovery rating of '5' or modest
recovery expectations (10%-30%). "At the same time we raised our
issue-level ratings on this debt to 'BB' from BB-' (the same as
the 'BB' corporate credit rating). The 'BBB-' issue level ratings
on the company's first-lien secured debt remain unchanged, with a
recovery rating of '1', indicating our expectation for very
high recovery (90%-100%), in the event of a payment default," S&P
said.

The recovery rating revision on the senior unsecured debt reflects
Darling's $240 million prepayment on its senior secured term loan
during its first quarter of fiscal 2011 (ended April 2). "We
believe the additional reduction of senior secured debt, which is
superior in right of payment to the unsecured notes, would result
in greater enterprise value available to noteholders than prior to
the debt repayment in the event of a payment default. Therefore,
we believe the recovery prospects for senior unsecured noteholders
has improved," S&P said.

"The ratings on food renderer Darling reflect our opinion that the
company has a weak business risk profile and an intermediate
financial risk profile. Darling's financial risk profile primarily
corresponds with the company's modest financial policies
(supported by its recent equity issuance and debt repayment), and
our belief that Darling will maintain -- if not further improve --
credit measures, which include an estimated debt to EBITDA ratio
in the 2x area for the 12 months ended April 2, 2011, and funds
from operations (FFO) to total debt of more than 30% for the same
period. Our opinion of Darling's business risk profile is based on
its reliance on the volatile protein-processing industry for a
significant portion of the byproduct supplies it needs to operate
its food rendering facilities, and its exposure to the food-
service industry, which we expect to grow somewhat over the near
term because of the gradual economic recovery and continued high
unemployment rates. Still, we believe healthy demand for Darling's
finished products used for animal feed, pet food, and biodiesel
will continue to drive high rates of sales turnover, which in turn
support Darling's moderate seasonal working capital needs," S&P
said.

Ratings List
Darling International Inc.
Corporate credit rating         BB/Positive/--
Senior secured                  BBB-
  Recovery rating                1

Issue-level rating raised; recovery rating revised
                                 To          From
Darling International Inc.
Senior unsecured
  $250 mil. notes due 2018       BB          BB-
   Recovery rating               3           5


DEEP MARINE: Minority Shareholders' D&O Claim Belongs to Estate
---------------------------------------------------------------
Judge Marvin Isgur ruled that the claims of former minority
shareholders of Deep Marine Holdings, Inc., for breach of
fiduciary duty against the Debtors' officers and directors is a
derivative claim and, therefore, property of the Liquidating Trust
established pursuant to the Debtors' bankruptcy plan.

Prior to the Debtors' bankruptcy filing, the former minority
shareholders of the Debtors filed two actions in the Delaware
Chancery Court against Deep Marine Holdings, Inc., Deep Marine
Technology Incorporated, and former officers, directors, or
shareholders of the Debtors, asserting various causes of action
including breach of fiduciary duty, unjust enrichment, and fraud.

The Debtors initiated the lawsuit against the Delaware Plaintiffs
alleging that the Delaware Actions contain derivative claims that
are property of the Debtors' estates pursuant to 11 U.S.C. Sec.
541.  Upon confirmation of the Debtors' plan, the Liquidating
Trustee took over prosecution of the complaint.  The case is Deep
Marine Holdings, Inc., et al., v. FLI Deep Marine LLC, et al.,
Adv. Proc. No. 10-3026 (Bankr. S.D. Tex.).  A copy of Judge
Isgur's June 13, 2011 Memorandum Opinion is available at
http://is.gd/fobq5Cfrom Leagle.com.

                         About Deep Marine

Headquartered in Houston, Texas, Deep Marine Technology Inc. --
http://www.deepmarinetech.com/-- was an independent subsea
service provider to the Offshore Oil and Gas Industry.

Deep Marine Holdings, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. S.D. Tex. Case No. 09-39314) on Dec. 4,
2009.  Affiliates Deep Marine Technology Inc., Deep Marine 1, LLC,
Deep Marine 2, LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC,
also sought bankruptcy protection.  The Debtors were represented
by Bracewell & Guiliani, L.L.P.  In its schedules, DMTI scheduled
$91,060,850 in assets and $64,091,137 in debts.

Deep Marine won approval of its Chapter 11 plan on June 2, 2010.
The Plan confirmation included sale of the Company's four vessels
to four buyers for a total of $94.8 million.  Before the auction
in May 2010, Oceaneering International Inc. was under contract to
buy all four for $74.5 million.  The other buyers are Seacor
Marine LLC, Otto Marine Ltd. and Ezram LLC.

The Plan provided for the creation of a liquidating trust and
basically provides for a distribution of sale proceeds according
to the priorities outlined in bankruptcy law.  John Bittner was
appointed as Liquidating Trustee.


DESERT CAPITAL: Tosses Out Protest on Involuntary Filing
--------------------------------------------------------
John G. Edwards at the Las Vegas Review-Journal reports that
attorney Gerald Gordon told bankruptcy Judge Linda Riegle that
Desert Capital Real Estate Investment Trust was withdrawing its
objection to involuntary bankruptcy.

According to the report, the company will continue operations
while the bankruptcy case proceeds under Chapter 11.  The company
was formed in 2003 and made loans to developers with real estate
collateral.  Like other private lenders, it has been losing money
in recent years as the value of Nevada real estate collapsed and
development all but ceased.

Todd Parriott resigned as chief executive officer of Desert
Capital effective May 31.  The company agreed to contract with
Morris Anderson & Associates of Chicago for management.

Desert Capital is affiliated with CM Capital Services, which made
hard-money loans to developers with money solicited from
investors.

In late April, Desert Capital creditors with claims totaling $43.7
million petitioned to put the company in involuntary bankruptcy.
The creditors include Taberna Preferred Funding VI, Taberna
Preferred Funding VIII and Sage Trust.

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


DEVELOPING EQUITIES: Wants Until November 30 to Solicit Plan Votes
------------------------------------------------------------------
Developing Equities Group LLC asks the U.S. Bankruptcy Court for
the District of Colorado to extend until Nov. 30, 2011, its time
to solicit acceptances for the proposed Plan of Reorganization.

The Debtor explains that it requires additional time to complete
the solicitation process for its plan.  Further, the Debtor needs
additional time to complete the confirmation process and obtain
acceptance following the confirmation hearing in the event the
Debtor will need to resolve any potential objections to
confirmation of its plan.

As reported in the Troubled Company Reporter on June 14, the
Debtor's Plan provides for the acquisition of all assets of the
Debtor by the Reorganized Debtor, free and clear of all liens,
claims and interests of creditors, equity holders, and other
parties in interest except as otherwise provided in the Plan.  The
Debtor estimates the Effective Date of the Plan will be in
September or October 2011.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/deveopingequities.DS.pdf

                About Developing Equities Group LLC

Highlands Ranch, Colorado-based Developing Equities Group LLC
operates a commercial real estate development company that
purchases commercial real property for development, lease or
resale depending on the property.  The Debtor's remaining
commercial real property as of the petition date is the Thornton
Property, a 2.753 gross acres of vacant land located in Adams
County, Colorado.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. Colo. Case No. 10-39617) on Nov. 23, 2010.
Harvey Sender, Esq., and Matthew T. Faga, Esq., at Sender &
Wasserman, P.C., in Denver, Colo., assist the Debtor in its
restructuring effort.  According to its schedules, the Debtor
disclosed $16,977,815 in total assets and $6,823,390 in total
debts.


DIABETES AMERICA: Creditor Wants Chapter 11 Trustee Appointed
-------------------------------------------------------------
Apelles Master Fund I, Ltd., a creditor of Diabetes America, Inc.,
asks the U.S. Bankruptcy Court for the Southern District of Texas
on an emergency basis for entry of an order appointing a
chapter 11 trustee.

Apelles says it grows more concerned every day with the
incompetence, gross mismanagement and self-interestedness of the
current Board.  "There is an urgent need to appoint a chapter 11
trustee. Otherwise, there may not be anything left for the
creditors, especially given that the Debtor's operations will
cease if financing is not forthcoming by July 15, 2011," Apelles
notes.

Apelles points out that the incompetence and gross mismanagement
by the Debtor's current board of directors has resulted in
deterioration of the Debtor's operations and finances, and further
diminution of the Debtor's estate is inevitable absent the
immediate appointment of a trustee, especially in light of the
Board's recent termination of the Debtor's CRO Monte B.Tucker,
financial advisor Healthcare Markets Group and bankruptcy counsel
Looper Reed & McGraw, P.C.

Appointment of a trustee is critical to ensuring the development
of a restructuring plan for the Debtor to successfully emerge from
chapter 11, Apelles adds.

                      About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  H. Joseph
Acosta, Esq., and Micheal W. Bishop, Esq., at Looper Reed &
McGraw, P.C., in Dallas, represent the Debtor as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


DOLE FOOD: S&P Assigns Preliminary 'BB-' Rating to $900MM Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services is assigning preliminary issue-
level and recovery ratings to Westlake Village, Calif.-based Dole
Food Co.'s proposed $900 million senior secured term loan
facilities. "We assigned a preliminary 'BB-' issue-level
rating (two notches higher than the corporate credit rating on
Dole) to the proposed senior secured term loan facilities. The
preliminary recovery rating is '1', indicating our expectation for
very high (90% to 100%) recovery in the event of a payment
default. Dole is proposing to refinance all of its existing
credit facilities with a new $315 million senior secured term loan
B due 2018 (to be issued by Dole Food Co. Inc.), and a new $585
million senior secured term loan C due 2018 (to be issued by
Solvest Ltd., a foreign subsidiary), as well as a new $350 million
asset-based revolving credit facility maturing 2016 (not rated),"
S&P said.

The company intends to use the proceeds from these new facilities
to refinance its existing $1.16 billion senior secured credit
facilities and for general corporate purposes. This refinancing
does not result in any changes to the issue-level or recovery
ratings on the company's other existing note issues, including its
junior-lien secured notes and senior unsecured notes. "We will
withdraw the ratings on the company's existing senior secured
credit facilities upon the close of this refinancing transaction.
Issue-level ratings are based upon preliminary documentation and
are subject to review upon final documentation," S&P related.

The 'B' long-term corporate credit rating on Dole and the stable
outlook remain unchanged. "We characterize Dole's business risk
profile as weak and its financial risk profile as highly
leveraged. Standard & Poor's ratings on Dole reflect the company's
leveraged financial profile and its participation in the
competitive, commodity-oriented, seasonal, and volatile fresh
produce industry, which we believe is subject to political and
economic risks," S&P said.

Ratings List
Dole Food Co. Inc.
Corporate credit rating               B/Stable/--

Ratings assigned
Dole Food Co. Inc.
Senior secured
  $315 mil. term loan B due 2018      BB- (Prelim)
   Recovery rating                    1 (Prelim)

Solvest Ltd.
Senior secured
  $585 mil. term loan C due 2018      BB- (Prelim)
   Recovery rating                    1 (Prelim)


DOLLAR GENERAL: S&P Puts 'BB' Corporate Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Dollar General Corp., including the 'BB' corporate credit rating,
on CreditWatch with positive implications.

"The ratings on Dollar General reflect our expectation that the
company's value-focused merchandising strategy," said Standard &
Poor's credit analyst Ana Lai, "and continued store expansion will
sustain the positive operating momentum and contribute to further
improvement in credit measures."

"We will resolve the CreditWatch following the redemption of the
senior notes on its first call date in July 2011," added Ms. Lai.
"Our review will also include the financial policy of the company
given the majority ownership by KKR."

"We expect to raise the ratings by one notch, raising the
corporate credit rating to 'BB+' from 'BB' with a stable outlook,"
Ms. Lai concluded.


DOMINO LOGISTICS: Dist. Court Rules in Overtime Pay Lawsuit
-----------------------------------------------------------
In Michael J. Verdi, et al., v. Domino Logistics Co., et al., Case
No. 1:10-CV-1888 (N.D. Ohio), District Judge James S. Gwin granted
the Plaintiffs' request for summary judgment on their claims that
Defendant J. Ross Haffey, the principal of Domino Logistics Co.
and the Plaintiffs' former employer, improperly denied them
overtime pay.  Mr. Haffey acknowledges that he did not pay the
Plaintiffs overtime, but argues instead that they were exempt from
overtime under the Motor Carrier Act, 29 U.S.C. Sec. 213(b)(1).

The Motor Carrier Act exempts from the overtime provisions of the
Fair Labor Standards Act employees who (1) work as drivers,
driver's helpers, loaders, or mechanics, and (2) directly affect
the safety of operation of motor vehicles in transporting property
in interstate commerce.

Judge Gwin said the Defendant failed to prove that the Plaintiffs
performed the work of either drivers, driver's helpers, loaders,
or mechanics, and that such work directly affected the safety of
operation of motor vehicles in transporting property in interstate
commerce.

As to damages, the Plaintiffs assert that a three-year period is
appropriate because the Defendant's violations were willful.  The
Plaintiffs say their repeated complaints to Mr. Haffey about the
lack of overtime pay were met with "indifference and hostility."
The Defendant makes no effort to dispute this claim or challenge
the Plaintiffs' proposed liquidated-damages amounts.  Accordingly,
the Court awards:

     (1) Plaintiff Wade Romanowski: $36,250.26
     (2) Plaintiff Michael Verdi: $15,787.28
     (3) Plaintiff James Yankie: $2274.36

Domino employed Messrs. Romanowski, Verdi and Yankie in various
capacities at its Jefferson, Ohio and Ashtabula, Ohio locations.
All three employees were laid off in 2009.  Mr. Romanowski worked
for Domino from 2000 to 2009.

The lawsuit is stayed as to Domino Logistics pending resolution of
its Chapter 11 bankruptcy case.

A copy of Judge Gwin's June 16, 2011 Opinion & Order is available
at http://is.gd/RYMy5Afrom Leagle.com.

                      About Domino Logistics

Based in Lyndhurst, Ohio, Domino Logistics Inc. was a large,
Midwestern trucking company with terminals throughout Northeast
Ohio.  In 2007, Domino was a multimillion-dollar business with
hundreds of trucks in its fleet.

Domino Logistics Inc. filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Case No. 10-22529) on Dec. 29, 2010.  Judge Pat E.
Morgenstern-Clarren presides over the case.  Thomas C. Pavlik,
Esq. --lgoeden@nrplaw.com -- at Novak, Robenalt & Pavlik, L.L.P.,
serves as bankruptcy counsel.  In its petition, the Debtor
estimated $500,001 to $1 million in assets and $1 million to $10
million in debts.  The petition was signed by Christian J. Haffey,
vice president.


DPL INC: Fitch Expects to Cut Unsecured Debt Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings expects to downgrade DPL Inc.'s long-term Issuer
Default Rating and senior unsecured debt rating to 'BB+' from
'BBB+' following consummation of DPL's acquisition by the AES
Corporation (AES; 'B+' long-term IDR, Outlook Stable). Fitch also
expects at that time to downgrade DPL's short-term IDR to 'B' from
'F2' and to downgrade DPL Capital Trust II's junior subordinated
debt to 'BB-' from 'BBB-'.

These expected rating actions are based on the proposed terms of
the AES acquisition, which include an additional $1.25 billion of
senior unsecured debt at DPL. Pro forma for the completion of the
acquisition, DPL's consolidated capital structure would include
approximately $2.6 billion of long-term debt and $22.9 million of
preferred stock.

Fitch is maintaining DPL's 'BBB+' long-term IDR, 'BBB+' senior
unsecured debt rating, and 'F2' short-term IDR on Rating Watch
Negative. Fitch is also maintaining DPL Capital Trust II's 'BBB-'
junior subordinated debt on Rating Watch Negative. The Rating
Watch on these ratings would be resolved following the completion
of the acquisition.

The ratings on The Dayton Power & Light Company (DP&L; IDR 'BBB+')
were placed on Rating Watch Negative on April 20, 2011 following
the announcement of the proposed acquisition by AES. A one- or
two-notch downgrade of DP&L's ratings is possible, depending on
any ring-fencing provisions that may be put in place prior to
closing.

Key rating factors include these concerns:

   -- The anticipated significant increase in leverage at DPL and
      ultimate ownership by lower-rated AES, following completion
      of the acquisition;

   -- An increasingly competitive operating environment in Ohio
      due to customers' ability to choose electricity providers;

   -- A generating fleet that is nearly 100% coal-fired and
      exposed to future potential environmental regulation.

These concerns are mitigated by these strengths:

   -- Constructive regulatory mechanisms that allow for timely
      recovery of costs;

   -- A low-cost generating fleet with environmental control
      equipment on the majority of its coal-fired plants;

   -- A strong financial profile at the utility.

Projected Financial Metrics:

In 2012 and 2013, Fitch projects DPL's consolidated funds from
operations (FFO) to debt ratio to be around 15%, with its EBITDA
interest coverage and FFO interest coverage metrics to average in
the range of 3.4 times (x) to 3.7x.

DP&L's metrics should remain robust, though moderating slightly
from its very strong historical financial performance as a result
of increased competition in the competitive retail energy market.
Fitch projects DP&L's FFO to debt ratio to average greater than
30% during the forecast period, with its EBITDA interest coverage
and FFO interest coverage metrics both averaging greater than 10x.

Adequate Liquidity:

Liquidity is adequate and is supported by DP&L's strong cash flows
and full availability on the utility's $220 million revolving
credit facility maturing in November 2011 and $200 million
revolving credit facility maturing in April 2013. Fitch expects
DP&L to replace its maturing revolving credit facility later this
year to maintain sufficient short-term borrowing capacity. Near-
term debt maturities are manageable, with DPL's $297.4 million
senior notes maturing in September 2011 and DP&L's $470 million
first mortgage bonds maturing in October 2013.

Company Profile:

DPL is a holding company and diversified regional energy company
with various subsidiaries. DP&L is an integrated electric utility
that serves more than 500,000 customers in West Central Ohio. The
utility is DPL's principal subsidiary, accounting for roughly 90%
of consolidated gross margin. DP&L also sells electricity to
affiliate DPL Energy Resources, Inc. (DPLER), DPL's competitive
retail electric marketing subsidiary that has approximately 12,000
commercial and industrial customers in Ohio and Illinois.

DPL's other wholly owned subsidiaries include DPL Energy, LLC
(DPLE), which engages in the operation of peaking generating
facilities, and Miami Valley Insurance Company (MVIC), a captive
insurance company that provides insurance services to DPL and its
subsidiaries.

DPL Capital Trust II is a wholly owned business trust formed for
the purpose of issuing trust capital securities to investors.
Currently there is less than $21 million of junior subordinated
debt outstanding.

Fitch has maintained these ratings on DPL and DPL Capital Trust II
on Rating Watch Negative pending closing of its acquisition by
AES:

DPL

   -- Long-term IDR 'BBB+';

   -- Senior unsecured debt 'BBB+';

   -- Short-term IDR 'F2'.

DPL Capital Trust II

   -- Junior subordinate debt 'BBB-'.


DREIER LLP: Court Rules on 3 Avoidance Suits v. Hedge Funds
-----------------------------------------------------------
Bankruptcy Judge Martin Glenn ruled on motions filed by three
hedge funds seeking dismissal of avoidance lawsuits commenced by
Sheila M. Gowan, the Chapter 11 Trustee of Dreier LLP.

Marc Dreier sold bogus promissory notes of one of his firm's
corporate clients, Solow Realty Development Corp., to supposedly
sophisticated hedge funds.  Solow is a privately-held real estate
development and investment firm based in New York which had no
knowledge of Mr. Dreier's fraud.  Over the course of several years
Mr. Dreier succeeded in selling over $700 million in bogus Solow
Notes with maturities of approximately one year or less at
allegedly above-market interest rates.

The avoidance lawsuits pending before Judge Glenn are:

    (A) Sheila M. Gowan, Chapter 11 Trustee of Dreier LLP,
        v. Novator Credit Management, et al., Adv. Proc. No.
        10-04278 (Bankr. S.D.N.Y.)

        The Trustee seeks the avoidance and recovery of
        $16,801,025 from the Novator Defendants to the Dreier LLP
        estate for distribution to creditors. The Trustee concedes
        that Novator was a "net loser" in the Ponzi scheme
        orchestrated by Mr. Dreier because Novator received
        transfers less than the $30 million purported loan Novator
        made to Solow during the course of the Note fraud.

    (D) Sheila M. Gowan, Chapter 11 Trustee of Dreier LLP,
        v. The Patriot Group, LLC, et al., Adv. Proc. No.
        10-03524 (Bankr. S.D.N.Y.)

        In Patriot, the Trustee seeks to avoid and recover
        prepetition transfers totaling $16,650,000 representing
        the repayment of principal and the payment of interest
        received from Dreier LLP within two years of the petition
        date.

    (C) Sheila M. Gowan, Chapter 11 Trustee of Dreier LLP,
        v. Amaranth LLC, et al., Adv. Proc. No. 10-03493 (Bankr.
        S.D.N.Y.).

        The Trustee seeks the avoidance and recovery of
        $28,150,479.

    (D) Sheila M. Gowan, Chapter 11 Trustee of Dreier LLP,
        v. Xerion Partners II Master Fund, et al., Adv. Proc.
        No. 10-04277 (Bankr. S.D.N.Y.)

        Xerion paid $59,819,316 for the Notes.  Prior to the
        petition date, the Fund received transfers totaling
        $24,115,376 comprised of principal and interest.

The Dreier LLP chapter 11 case and the Marc Dreier chapter 7 case,
as well as numerous other avoidance actions, are pending before
Judge Stuart M. Bernstein.

The defendants in the Patriot and Amaranth cases are so-called
"net winners," having been repaid the full amount of principal and
interest on the Notes before the scheme unraveled; the defendants
in the Novator and Xerion cases are so-called "net losers," having
been repaid some but less than the full amount of the principal on
the Notes.

Ms. Gowan sued the defendants in the Patriot, Novator and Xerion
cases on actual and constructive fraudulent conveyance avoidance
claims under both federal and New York law to recover the
transfers from an account entitled "Dreier LLP Escrow Account"
with the last four digits of "5966" -- 5966 Account -- repaying
principal and interest; in the Amaranth case, because the
challenged transfers occurred more than two years before the
chapter 11 filing, the Trustee sued the defendants only under New
York law because of the longer statute of limitations.

The Novator, Patriot and Amaranth defendants moved to dismiss the
complaints, raising mostly the same arguments.  Judge Glenn
granted, in part, and denied, in part, the defendants' Motions to
Dismiss.

While Xerion also sought dismissal of the complaint, it has struck
a settlement with the Trustee.

A copy of Judge Glenn's June 16 memorandum opinion in the Novator
case is available at http://is.gd/4dkObJfrom Leagle.com.

Attorneys for Novator Credit Management Limited and certain
affiliated entities are:

          Nicholas J. Cremona, Esq.
          KAYE SCHOLER LLP
          425 Park Avenue
          New York, NY 10022-3598
          Tel: (212) 836-8000
          E-mail: ncremona@kayescholer.com

               - and -

          Eric H. Sussman, Esq.
          KAYE SCHOLER LLP
          3 First National Plaza
          70 West Madison Street, Suite 4100
          Chicago, IL 60602-4231
          Tel: (312) 583-2442
          E-mail: esussman@kayescholer.com

A copy of Judge Glenn's June 16 memorandum opinion in the Patriot
case is available at http://is.gd/UXuVPKfrom Leagle.com.

The Patriot Group, LLC, The Washington Special Opportunities Fund,
LLC, and The Washington Special Opportunities Fund, Inc., are
represented by:

          Emil A. Kleinhaus, Esq.
          WACHTELL, LIPTON, ROSEN & KATZ
          51 West 52nd Street
          New York, NY 10019
          Tel: 212-403-1332
          Fax: 212-403-2332
          E-mail: EAKleinhaus@WLRK.com

A copy of Judge Glenn's June 16 memorandum opinion in the Amaranth
case is available at http://is.gd/m3b1ttfrom Leagle.com.

Amaranth LLC is represented by:

          Amelia T.R. Starr, Esq.
          James I. McClammy, Esq.
          DAVIS POLK & WARDWELL LLP
          450 Lexington Avenue
          New York, NY 10017
          Tel: 212-450-4516
          Fax: 212-701-5516
          E-mail: amelia.starr@davispolk.com
                  james.mcclammy@davispolk.com

Attorneys for Amaranth Advisors L.L.C. and Amaranth Partners LLC
are:

          Steven M. Schwartz, Esq.
          Samuel S. Kohn, Esq.
          WINSTON & STRAWN LLP
          200 Park Avenue
          New York, NY
          Tel: (212) 294-6761
          E-mail: sschwartz@winston.com
                  skohn@winston.com

                        About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DREIER LLP: Xerion Fund, Ch.11 Trustee Settle Avoidance Suit
------------------------------------------------------------
Bankruptcy Judge Martin Glenn approved an agreement between Sheila
M. Gowan, the Chapter 11 Trustee of Dreier LLP, and Xerion
Partners II Master Fund, Ltd./Perella Weinberg Partners Xerion
Master Fund, Ltd., settling an avoidance action commenced by the
Trustee.

The Trustee's action against Xerion Partners II Master Fund, Ltd.
and Perella Weinberg Partners Xerion Master Fund, Ltd., seeks
avoidance and recovery of transfers from Dreier LLP to the Fund
under the Bankruptcy Code and New York Debtor and Creditor Law.
The Settlement Agreement resolves all disputes between the Trustee
and the Fund, including the Adversary Proceeding and the proof of
claim filed by the Fund in the bankruptcy case in the amount of
$46,027,639 (plus attorney fees and costs).  No objections were
filed to the Motion.

Xerion purchased notes purportedly issued by Solow Realty
Development Corp. and the Ontario Teachers' Pension Plan on the
secondary market through six total purchases (and one renewal).
Xerion paid $59,819,316 for the Notes.  The Fund purchased bogus
Notes from December 2005 to September 2008. The Fund made its
purchases on the secondary market from entities that they believed
were legitimate sellers of the Notes, Archery Capital, LLC,
Stafford Towne, Ltd. and Bennington International Holdings Ltd.
These entities were all fictions created by Marc Dreier. From 2005
to 2008, the Fund received transfers totaling $24,115,376
comprised of principal and interest, but ultimately failed to
receive full repayment of its purported investment, making it a
"net loser."

The Settlement Agreement provides that Xerion will pay $11,500,000
to the Trustee.  The Fund will also provide a release to the
Trustee that discharges any claims the Fund has or could have
brought against the Debtor and the Trustee.

The Trustee in turn will grant a release to the Fund.  The Fund
will be granted an allowed general unsecured claim for
$41,453,940:

A copy of Judge Glenn's June 16 Memorandum Opinion approving the
deal is available at http://is.gd/dvnF21from Leagle.com.

                        About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DRUM CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Drum Construction Company, Inc.
        2840 West Clymer Avenue
        Telford, PA 18969

Bankruptcy Case No.: 11-14857

Chapter 11 Petition Date: June 17, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Gregory R. Noonan, Esq.
                  WALFISH & NOONAN, LLC
                  528 DeKalb St.
                  Norristown, PA 19401
                  Tel: (610) 277-7899
                  E-mail: walfishnoonan@aol.com

Scheduled Assets: $7,980,359

Scheduled Debts: $8,992,588

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/paeb11-14857.pdf

The petition was signed by Gary M. Carpenter, president.


DUKE INVESTMENTS: Court Says Atty. Should Not Sign Proof of Claim
-----------------------------------------------------------------
Bankruptcy Judge Jeff Bohm denied the request of Duke Investments,
Ltd. and Mark Duke to disqualify both Jackson Walker, LLP, and
Kenneth Stohner Jr., a partner at the firm, from representing
Amegy Bank, N.A., defendant in the adversary proceeding, Duke
Investments, Ltd. and Mark L. Duke, v. Amegy Bank, N.A., Adv.
Proc. No. 10-03577 (Bankr. S.D. Tex.).  The Plaintiffs said Mr.
Stohner "will likely be a material witness" because he prepared,
signed, and filed the proof of claim. Therefore, the Plaintiffs
argue that Mr. Stohner should be disqualified from serving as
Amegy's counsel of record at the July 19, 2011 trial.

Judge Bohm noted that Mr. Stohner -- and all other attorneys
representing creditors in bankruptcy cases -- ought to think twice
before signing proofs of claim for their clients.  "There is no
question that any attorney is allowed to do so, but the attorney
puts himself at risk by becoming a fact witness.  The Court would
suggest that attorneys encourage clients to sign proofs of claim
to avoid what has occurred in this suit. . . . this whole ordeal
could have been avoided if Stohner simply had a representative
from Amegy knowledgeable about the [parties'] loan . . . sign the
proof of claim," Judge Bohm said.

A copy of the Court's June 17, 2011 Memorandum Opinion is
available at http://is.gd/VP9luAfrom Leagle.com.

                      About Duke Investments

Duke Investments, Ltd., based in Snyder, Texas, filed for Chapter
11 bankruptcy (Bankr. S.D. Tex. Case No. 10-36556) on Aug. 2,
2010.  Robin B. Cheatham, Esq. -- robin.cheatham@arlaw.com -- at
Adams Reese LLP, serves as bankruptcy counsel.  In is petition,
the Debtor estimated $1 million to $10 million in assets and
debts.  The petition was signed by Mark Duke, majority member and
manager.


EIGER LLC: Reopens Restaurant After Case Dismissed
--------------------------------------------------
The Business Journal reports the bankruptcy case of Campagnia was
dismissed, in April, as a result of representatives of The Eiger
LLC failing to file certain documents.

The report says Campagnia was re-opening in time for Father's Day
brunch and dinner at its previous location at Champlain Drive and
Perrin Avenue's Washington Square Shopping Center.  It opening
under the business entity Flo-Show, LLC.

Campagnia owner Tony Sciola filed for bankruptcy on Valentine's
Day this year as a result of $4 million in debt from his other
restaurant, Pangea.  Pangea was located in Fig Garden Village
until its closure in 2009.

At the time of its Chapter 11 filing, The Eiger, LLC, former
ownership entity of both Campagnia and Pangea, could only claim
$50,000 in assets.

Based in Fresno, California, The Eiger, LLC, dba Campagnia filed
for Chapter 11 Bankruptcy Protection on Feb. 14, 2011 (Bankr. E.D.
Calif. Case No.11-11662).  David R. Jenkins, Esq., represents the
Debtor.  The Debtor has assets of $50,000 and liabilities of
$3,975,000.


ELIASON CREEK: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eliason Creek Side, LLC
        548 Highway 155
        P.O. Box 219
        St. Germain, WI 54558

Bankruptcy Case No.: 11-29702

Affiliate that simultaneously sought Chapter 11 protection:

  Debtor                                       Case No.
  ------                                       --------
Eliason Combination Fund, LLC                  11-29704

Chapter 11 Petition Date: June 17, 2011

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

Judge: Margaret Dee McGarity

Debtors' Counsel: Forrest B. Lammiman, Esq.
                  MELTZER, PURTILL & STELLE LLC
                  300 S. Wacker Drive, Suite 350
                  Chicago, IL 60606-6704
                  Tel: (312) 987-9900
                  E-mail: flammiman@mpslaw.com

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

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

A list of Eliason Creek's 17 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/wieb11-29702.pdf

A list of Eliason Combination's 20 largest unsecured creditors
filed together with the petition is available for free at:
http://bankrupt.com/misc/wieb11-29704.pdf

The petitions were signed by David J. Eliason, member of Jo Edward
LLC, manager.


ENCINO CORPORATE: Wants Access to Cash Collateral Until Sept. 30
----------------------------------------------------------------
Encino Corporate Plaza, L.P., asks the U.S. Bankruptcy Court
Central District of California to use the cash collateral of its
prepetition lender until Sept. 30, 2011.

The Court previously approved a stipulation entered with Wells
Fargo Bank, N.A., Trustee for the Certificateholders of the ML-CFC
Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates Series 2006-3, authorizing the use of the cash
collateral of until June 30.

The lender asserts that it is owed in excess of $33 million under
the loan, secured by the real property -- Encino Corporate Plaza,
located at 16661 Ventura Boulevard, Encino, California.

The Court will consider the Debtor's request for cash collateral
use at a June 28 hearing.

The Debtor will use the cash collateral for payment of monthly
debt service payments to the bank and quarterly fees payable to
the Office of the U.S. Trustee.  The Debtor also seeks authority
to deviate from the line items contained in the budget by not more
than 10%, on both a line item and aggregate basis, with any unused
portions to be carried over into the following week(s).

The Debtor also asks the Court to direct East West Bank to
immediately release all of the funds contained in the Lockbox
Account, well as any other funds which may be delivered
postpetition to the Lockbox Account, to the Debtor to be used to
pay the Debtor's expenses.

The Debtor is represented by:

         David L. Neale, Esq.
         Juliet Y. Oh
         LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
         10250 Constellation Boulevard, Suite 1700
         Los Angeles, CA 90067
         Tel: (310) 229-1234
         Fax: (310) 229-1244
         E-mail: dln@lnbyb.com
                 jyo@lnbyb.com

                      About Encino Corporate

Encino Corporate Plaza, L.P., owns a real property located at
16661 Ventura Boulevard, Encino, California.  The Company filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-14917) on
April 20, 2011.  David L. Neale, Esq., at Levene Neale Bender
Rankin & Brill LLP, in Los Angeles, California, serves as the
Debtor's counsel.  The Debtor disclosed $34,268,167 in assets and
$33,413,759 in liabilities as of the Chapter 11 filing.


ENDO PHARMACEUTICALS: S&P Assigns 'BB-' Rating to EUR900MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BBB-' issue-level
rating to Endo Pharmaceuticals Holdings Inc.'s $2.7 billion senior
secured credit facility. The facility consists of an undrawn $500
million revolver due 2016, a $1.5 billion term loan A due 2016,
and a $700 million term loan B due 2018. "We assigned a '1'
recovery rating to the facility," S&P said.

"We also assigned a 'BB-' issue-level rating to Endo's $900
million of senior unsecured notes, which are divided into two
tranches: a $500 million 7% tranche due 2019 and a $400 million
7.25% tranche due 2022. We assigned a '5' recovery rating to the
notes," S&P said.

"At the same time, we affirmed Endo's 'BB' corporate credit rating
and the 'BB-' issue-level rating and '5' recovery rating on the
existing $400 million of senior unsecured notes due 2020. The
outlook is stable," S&P related.

"We assigned the ratings in conjunction with the company's
recently completed acquisition of AMS for approximately $2.9
billion, or an estimated 15x 2010 EBITDA. The $3.1 billion debt
financing, $2.7 billion of which is incremental debt, will
increase initial pro forma leverage by more than two turns, to
approximately 3.9x," S&P said.

"The ratings on Endo reflect the company's significant financial
risk profile following the acquisition of AMS, and the November
2010 acquisition of Qualitest Pharmaceuticals Inc. for $1.2
billion," explained Standard & Poor's credit analyst Michael
Berrien. With the AMS acquisition, Endo's adjusted leverage
increased to 3.9x, more than two turns higher than its stand-alone
leverage of 1.7x on Dec. 31, 2010. "We believe that Endo has a
fair business risk profile, given franchise and product
concentrations," S&P added.


ENRON CORP: Creditors Settle With Linda, Kenneth Lay Estate
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that more than nine years after Enron Corp. filed in
Chapter 11, creditors settled their lawsuit against Linda Lay and
the estate of Kenneth Lay, Enron's former chief executive officer.
Enron filed bankruptcy in December 2001 and implemented a
liquidating Chapter 11 plan in November 2004.  In January 2003,
Enron's creditors sued the Lays to recover allegedly fraudulent
transfers. Kenneth Lay died in July 2006.

Mr. Rochelle relates that the lawsuit lay almost dormant.  The
settlement came as the result of mediation stimulated by a request
from an insurance company to decide ownership of two $5 million
variable annuity contracts that are the subject of the settlement.

According to the report, at a hearing July 7, the Enron creditors
will seek approval for a settlement where Linda Lay will have one
of the annuities and the Enron creditors the other.  Absent
settlement, collecting would be difficult, the creditors said,
because Kenneth Lay's estate is insolvent and Linda Lay has
"limited" assets.

The creditors, Mr. Rochelle recounts, sued to recover on a loan
from Enron to the Lays which they repaid with Enron stock before
the bankruptcy filing.  The other claim was for the two annuities
that Enron purchased for the Lays about three months before the
bankruptcy.

                        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 its
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.


EQK BRIDGEVIEW: Court Wants Plan Confirmed by Aug. 31
-----------------------------------------------------
EQK Bridgeview Plaza, Inc., received some breathing room after
Bankruptcy Judge Stacey Jernigan denied motions for relief from
the automatic stay filed by:

     -- Grand Pacific Finance Corp., pertaining to certain real
        property sometimes referred to as the "Dunes Plaza
        Property"; and

     -- Wells Fargo Bank, N.A., as Indenture Trustee for the Grand
        Pacific Business Loan Trust 2005-1, pertaining to certain
        real property sometimes referred to as the "Bridgeview
        Plaza Property".

However, Judge Jernigan conditioned her ruling on the Debtor's
continued provision of monetary adequate protection to the Grand
Pacific and Wells Fargo. Judge Jernigan also said she will list
the automatic stay as to Grand Pacific and Wells Fargo on Aug. 31,
2011, if by that time the Debtor has not obtained confirmation of
a plan.  The court will allow no more than a one-day hearing for a
confirmation hearing.  A copy of the Court's June 16, 2011
Findings of Fact, Conclusions of Law and Order is available at
http://is.gd/pjK1YHfrom Leagle.com.

                    About EQK Bridgeview Plaza

Based in Dallas, Texas, EQK Bridgeview Plaza Inc. owns four
separate pieces of real property valued collectively at
$74,312,000: Windmill Farms, an undeveloped land in Forney, Texas;
the Dunes Plaza Property, a shopping center in Michigan City,
Indiana; the Bridgeview Plaza Property, a shopping center in
LaCrosse, Wisconsin; and the Eagle Crest Property, an office
building and the site of a former warehouse in Farmers Branch,
Texas.

EQK Bridgeview Plaza sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 10-37054 on Oct. 4, 2010, and is represented by
Melissa S. Hayward, Esq. -- MHayward@FSLHlaw.com -- at Franklin
Skierski Lovall Hayward LLP.  In its schedules, the Debtor
disclosed total assets of $76,458,815 and total liabilities of
$74,763,048.


EQUIPMENT MANAGEMENT: Has Until Sept. 7 to Decide on Leases
-----------------------------------------------------------
Hon. Linda B. Riegle of the U.S. Bankruptcy Court for the District
of Nevada approved a stipulation extending until Sept. 7, 2011,
Equipment Management Technology's time to assume or reject the
nonresidential real estate lease with Longo Properties.

Brian D. Shapiro, Chapter 11 trustee, is operating the Debtor's
business located at 1525 Pama Lane, Las Vegas, Nevada.  The
location consist of a warehouse, executive offices, a lab and a
garage.  The property is subject of a prepetition lease between
the Debtor and Longo Properties.

The Debtor related that the extension will enable the trustee to
fully market the sale of the Debtor to potential buyers.  A sale
may consist of an asset only sale which would result in a
rejection of the lease; and a sale of the Debtor as a going
concern in which case an assumption of the lease is a possibility.

The monthly lease obligation between the Debtor and Longo
Properties is approximately $38,000.  Pursuant to the stipulation
entered between the Debtor and Longo Properties, the Debtor will
tender the regular monthly mortgage obligation directly to the
mortgage lender with any difference ($38,000 - mortgage
obligation) being tendered to Longo Properties.  The Debtor will
maintain all landscaping for the leased premises.

Las Vegas, Nevada-based Equipment Management Technology filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11816) on Feb. 9, 2011.  Judge Linda B. Riegle presides over the
case.  Attorneys at The Schwartz Law Firm, Inc., represent the
Debtor in its restructuring effort.  The Debtor disclosed
$9,244,571 in assets and $14,272,739 in liabilities.

On March 16, 2011, the Court appointed Brian D. Shapiro as Chapter
11 trustee in the Debtor's case.


ERFE COMPANY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Erfe Company LLC
        75-35 31st Avenue
        East Elmhurst, NY 11370

Bankruptcy Case No.: 11-45179

Chapter 11 Petition Date: June 16, 2011

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

Judge: Jerome Feller

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Rene R. Garcia, managing member.


FAIRWAY COMMONS: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fairway Commons II, LLC
        3001 Lava Ridge Court, #300
        Roseville, CA 95661

Bankruptcy Case No.: 11-35255

Chapter 11 Petition Date: June 20, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Paul A. Warner, Esq.
                  3001 Lava Ridge Court, #300
                  Roseville, CA 95661
                  Tel: (916) 746-0645

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

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

The petition was signed by Abolghassem Alizadeh, member of
authorized agent.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kobra Petroleum I, LLC                11-23348            02/10/11
Kobra Properties                      08-37271            11/25/08
Vernon Street Associates, LLC         08-37273            11/25/08
Kobra Preserve, LLC                   08-37272            11/25/08
Rocky Ridge Center, LLC               08-38105            12/09/08
Douglas Pointe, LLC                   09-32854            06/23/09
Sierra Valley Associates, Inc.        09-40212            09/18/09
Central Valley Food Services, Inc.    09-40214            09/18/09
Kobra Associates, Inc.                09-40068            09/18/09
Food Service Management, Inc.         09-40066            09/18/09

Debtor's List of 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
J.E. Robert Company, Inc. in its   --                  $46,100,000
Capacity as Special Services for
Wells Fargo Bank, N.A. as Trustee
for the Registered Holders of
Morgan Stanley Capital I, Inc.
Securities Trust 2006-HQ8
Commercial Mortgage Pass-Through
Certificates, Series 2006-HQ8
14755 Preston Road, #520
Dallas, TX 75254

Mechanics Bank/Jeffer              --                  $15,000,000
Mangels Butler & Marmaro LLP
Two Embarcadero Center, 5th Floor
San Francisco, CA 94111

Rubicon Mezzanine Loan Fund I, LLC --                   $3,964,792
Agent Wells Fargo
805 Third Avenue
New York, NY 10022

Great Northwest Restaurants I      Tenant Improvement   $1,000,000
3001 Lava Ridge Court, Suite 300   Reimbursement
Roseville, CA 95661

Grubb & Ellis                      Service                  $8,000

Tri-Asian Enterprise               Service                  $3,000

ABM Security                       Service                  $2,500

Evolution Air                      Service                  $2,500

Waterworks                         Service                  $2,000

IMS                                Service                  $2,000

Century Lighting                   Service                  $1,700

City Wide Maintenance              Service                  $1,500

UBM                                Service                  $1,000

SBM                                Service                  $1,000

Sacramento Valley Lockworks        Service                    $800

Neighborly Pest Management         Service                    $700


EXTENDED STAY: Trust Sues Blackstone for $8-Bil. Over Buyout
------------------------------------------------------------
Blackstone Group LP and certain other parties have been named as
defendants in recent lawsuits over the 2007 sale of Extended Stay
Inc., which sale allegedly pushed the hotel chain into
bankruptcy.

Blackstone sold the hotel chain in 2007 to an investment
consortium led by Lightstone Group LLC Chairman David
Lichtenstein through a $7.4 billion loan from Bear Stearns
Commercial Mortgage Inc. and two U.S. banks.

In court papers filed before the U.S. Bankruptcy Court for the
Southern District of New York on June 14, 2011, the litigation
trust created pursuant to the confirmed Chapter 11 plan of
Extended Stay, Inc., et al., is pursuing legal claims on behalf
of Extended Stay creditors.  The Litigation Trust is accusing
Blackstone of siphoning more than $2 billion from the leveraged
buyout without regard as to how the hotel chain would operate
following the deal.

Blackstone's actions rendered Extended Stay "insolvent,
undercapitalized and unable to survive," the Litigation Trust
asserted under the complaint.

"The defendants were well aware of the financial harm of the LBO,
but nevertheless caused or allowed it to happen," the Litigation
Trust's lawyer said in court papers.

Extended Stay was dominated, controlled and ultimately exploited
by the sellers and the buyer under the 2007 deal, the Litigation
Trust contended.  In fact, three rating agencies that reviewed
the deal all came to the same conclusion: The total
capitalization of the LBO substantially exceeded the value of
Extended Stay's assets, the Trust noted.

The Trust's lawyer added that the hotel chain was drained of over
$100 million through continuous payment of improper dividends and
through other distributions to equity holders and their
affiliates after the buyout.

The lawsuit, which came eight months after Extended Stay Inc.'s
affiliates emerged from Chapter 11 protection, seeks payment for
compensatory damages of not less than $2.1 billion and punitive
damages of $6.3 billion, among other things.

The $8.4 billion lawsuit against Blackstone ranks as one of the
largest ever filed over a failed leveraged buyout, Reuters notes.

Also named in the lawsuit as defendants are Citigroup Global
Markets Inc., Banc of America Securities, DL-DW Holdings LLC,
BHAC IV LLC, BRE/HV Holdings LLC and Mr. Lichtenstein.

The Litigation Trust blames Citigroup for encouraging Mr.
Lichtenstein to enter into the 2007 deal and for assuring him of
the soundness of the deal even after an independent valuation of
the hotel chain commissioned by Mr. Lichtenstein contradicted the
projections provided by Blackstone.

"Citigroup dismissed that valuation and questioned Lichtenstein's
judgment in relying on a relatively obscure source over the
collective wisdom of Citigroup and the other financial
institutions involved in the deal," the Litigation Trust asserts.

Citigroup provided services to DL-DW Holdings LLC in connection
with the 2007 deal and allegedly received "substantial improper
payments."  DL-DW Holdings bought the stock of BHAC IV and
BRE/HV, both affiliates of Blackstone, under the deal.

Blackstone called the lawsuit meritless and argued that the cause
of Extended Stay's bankruptcy was an "economic tsunami which
resulted in across-the-board revenue per available room declines
of more than 20 percent," Bloomberg News reported, citing an e-
mailed statement from Blackstone spokeswoman Christine Anderson
as its source.

"This was an industrywide phenomenon that landed every large
lodging transaction executed in 2006-2007 in bankruptcy,
foreclosure or restructuring," Ms. Anderson said in the
statement.

The lawsuit is captioned The Extended Stay Litigation Trust vs
The Blackstone Group LP, et al, Adv. Pro. No. 11-02254, filed in
U.S. Bankruptcy Court, Southern District of New York.

Three similar complaints were also filed by the Litigation Trust
in connection with the 2007 buyout under Case Nos. 11-02255, 11-
02256 and 11-02259.  Named defendants in those complaints are
Bank of America NA, Lightstone Holdings LLC, Starwood Capital
Group Global LP, among others.

The Litigation Trust brought the additional complaints to avoid
obligations arising from the loans made in connection with the
buyout and to recover related fraudulent transfers and damages
for securities fraud.

Walker, Truesdell, Roth & Associates, and Hobart Truesdell act as
trustees for and on behalf of the Litigation Trust.

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

  http://bankrupt.com/misc/ESTAY_SuitVBlackstone_0611.pdf
  http://bankrupt.com/misc/ESTAY_SuitVLightstone_0611.pdf
  http://bankrupt.com/misc/ESTAY_SuitVBofA_0611.pdf
  http://bankrupt.com/misc/ESTAY_SuitVStarwood_0611.pdf

The Litigation Trust is represented by:

          Marc D. Powers, Esq.
          Matthew R. Goldman, Esq.
          BAKER & HOSTETLER LLP
          45 Rockefeller Plaza
          New York, New York 10111
          Tel: (212) 589-4200
          Fax: (212) 589-4201
          E-mail: mpowers@bakerlaw.com
                  mgoldman@bakerlaw.com

                       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).


EXTENDED STAY: Files 3rd Post-Confirmation Status Report
--------------------------------------------------------
Extended Stay Inc. filed with the U.S. Bankruptcy Court for the
Southern District of New York its third post-confirmation report
on the status of its debtor affiliates.

ESI's debtor affiliates emerged from bankruptcy on October 8,
2010, having restructured approximately $7.4 billion in debt.
The debtor affiliates obtained confirmation of their Fifth
Amended Plan of Reorganization on July 20, 2010.

ESI reported that since January 13, 2011, its debtor affiliates
and plan administrator Capstone Advisory Group LLC filed their
first omnibus objection to claims on February 4, 2011.

The omnibus objection, which was granted by the Court on
March 23, 2011, sought to disallow and expunge, reduce or
reclassify certain administrative expense, priority and secured
claims for one or more of these reasons:

   (i) the claims, amounts and priority asserted contradicted
       the Debtors' books and records;

  (ii) the claims were satisfied during the Debtors' bankruptcy
       cases;

(iii) the claims were incorrectly classified;

  (iv) the claims were duplicative or were amended by
       subsequently filed proofs of claim; and

  (iv) the claims were not timely filed.

Pursuant to the March 23 order, approximately 157 claims were
expunged from the claims register.

As of April 7, 2011, Capstone has disbursed $74,574.51 on account
of the allowed priority claims, according to the post-
confirmation report.

ESI also disclosed in the report that the litigation trustee
sought to extend the deadline for filing its objections to
general unsecured and mezzanine facilities claims, and the
deadline for Newco or the reorganized companies to file their
objections to claims for which they are responsible for payment
pursuant to Article II of the restructuring plan.  On March 23,
2011, the Court issued an order giving the trustee a September 2,
2011 deadline to file their objections.

The litigation trustee and Newco continue to analyze and
reconcile outstanding claims against the Debtors, ESI further
said in the report.

                       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).


EXTENDED STAY: Affiliates File First Quarter Operating Reports
--------------------------------------------------------------
Extended Stay Inc. prepared a post-confirmation quarterly
operating report for 74 of its affiliated debtors whose Fifth
Amended Joint Chapter 11 Plan of Reorganization had been
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York.

The report, which covers the period January 1 to March 31, 2011,
disclosed that the company's debtor affiliates had $232,282,438
in total cash receipts and $212,555,259 in total disbursements
for the reporting period.

ESI's debtor affiliates did not sell or transfer any assets
outside the normal course of business or outside the
restructuring plan during the reporting period.  They are also
current on all post-confirmation plan payments, according to the
report.

A full-text copy of the January to March 2011 Post-Confirmation
Quarterly Operating Report is available without charge at:

   http://bankrupt.com/misc/ESI_PostConQReportMarch3111.pdf

                       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).


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

The Creditors Committee members are:

       1. Alice Myers
          Committee Chairperson
          Elliott Goldberg
          Vice President
          Northeast Metal Trader, Inc.
          7345 Milnor Street
          Philadelphia, PA 19136
          Tel: (215) 624-7260
          E-mail: elliott@metaltrader.com
                  Alice@metaltrader.com

       2. Fred Fisher, President
          Youngstown Tool & Die Company, Inc.
          1261 Poland Avenue
          Youngstown, OH 44502-2142
          Tel: (330) 747-4464
          E-mail: Fred@youngstowntool.com

       3. Paul Garland
          AGC Flat Glass NA, Inc.
          1400 Lincoln Street
          Kingsport, TN 37660-5194
          Tel: (423) 229-7302
          E-mail: Paul.Garland@US.AGC.com

       4. Jacob G. Hodges
          Chief Counsel of Marketing & Distribution
          Commercial Metals Company
          6565 North MacArthur Boulevard, Suite 800
          Irving, TX 75039
          E-mail: jacob.hodges@CMC.com
          Tel: (972) 409-5159

       5. Charles R. Ike, President
          Bulk Chemicals, Inc.
          1074 Stinson Drive
          Reading, PA 19605
          Tel: (800) 338-2555
          E-mail: Cike@bulkchemicals.us

Headquartered in Sanford, Florida, Florida Extruders
International, Inc. -- http://www.floridaextruders.com/-- was
formed in 1989 and is a low cost, vertically integrated aluminum
extruder, window, sliding glass door, and patio screen door
manufacturer, and building products distributor.  It filed a bare-
bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on
April 25, 2011.  The Debtor disclosed $26.3 million in assets and
$16.9 million in debt, mainly owed to lender Wells Fargo & Co.
The case has been assigned to Judge K. Rodney May.  Christopher C.
Todd, Esq., at McIntyre, Panzarella, Thanasides, serves as the
Debtor's counsel.

The secured lender Wells Fargo Bank NA, owed $13.2 million,
offered financing for the Chapter 11 case.


FLORIDA EXTRUDERS: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Florida Extruders International, Inc., filed with the U.S.
Bankruptcy Court for the Middle District of Florida, new schedules
of assets and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property              $13,174,546
B. Personal Property          $20,641,886
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $15,774,784
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $8,875
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $8,174,969
                               -----------            -----------
      TOTAL                    $33,816,432            $23,958,630

The Debtor disclosed $26.3 million in assets and $16.9 million in
debt, mainly owed to lender Wells Fargo & Co., in its original
schedules.

                      About Florida Extruders

Headquartered in Sanford, Florida, Florida Extruders
International, Inc. -- http://www.floridaextruders.com/-- was
formed in 1989 and is a low cost, vertically integrated aluminum
extruder, window, sliding glass door, and patio screen door
manufacturer, and building products distributor.  It filed a bare-
bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on
April 25, 2011.  The case has been assigned to Judge K. Rodney
May.  Christopher C. Todd, Esq., at McIntyre, Panzarella,
Thanasides, serves as the Debtor's counsel.

The secured lender Wells Fargo Bank NA, owed $13.2 million,
offered financing for the Chapter 11 case.


FPD LLC: Can Access Wells Fargo Cash Collateral Until June 30
-------------------------------------------------------------
FPD, LLC, et al., notified the U.S. Bankruptcy Court for the
District of Maryland that Wells Fargo Bank, National Association
agreed to extend the termination date of its cash collateral until
June 30, 2011.

The extension will enable the Debtors to complete the Court
approved process for the sale of the properties of the Debtors'
estates subject to Wells Fargo's liens.

As reported in the Troubled Company Reporter on Sept. 17, 2010,
the aggregate principal amount outstanding owed to Wells Fargo
under the existing loan documents is at least $27,109,274,
together with interest costs, fees, expenses, and other charges
accrued, accruing or chargeable.

                          About FPD, LLC

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to
$10 million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


GALLOP ENTERPRISES: Appeals to Redeem Foreclosed Assets Dismissed
-----------------------------------------------------------------
Justice Lyn Stuart of the Supreme Court of Alabama dismissed
separate appeals by EB Investments, L.L.C., and Pavilion
Development, L.L.C., challenging elements of an order entered by
the Madison Circuit Court holding that Pavilion was entitled to
redeem certain property in Madison County in which EB Investments
and multiple other parties held legal interests.  The High Court
held that the trial court exceeded its discretion in certifying
its judgment as final pursuant to Rule 54(b), Ala. R. Civ. P., and
thus proper for an immediate appeal.

The appellate cases are EB Investments, L.L.C. v. Pavilion
Development, L.L.C., et al.; and Pavilion Development, L.L.C.
v. JBJ Partnership et al., Nos. 1091666, 1091667 (Ala. Sup. Ct.).
A copy of the Court's decision dated June 17, 2011, is available
at http://is.gd/41yeq5from Leagle.com.

The trial court action was initiated on March 21, 1997, when
Pavilion, then operating as John Lary, L.L.C., sued to redeem 19
acres of land purchased by JBJ Partnership at a foreclosure sale
on March 22, 1996.

In August 1991, James E. Pace, James P. Pace, and William B. Pace,
doing business as Pace Properties, sold approximately 22 acres of
unimproved property in Madison County to Gallop Enterprises, Inc.,
a development company operated by Richard Tracey.  The transaction
was financed by Pace and in exchange for the land Gallop gave a
promissory note secured by a mortgage on the property to Pace in
the principal sum of $1,735,000.  Gallop then obtained additional
financing from Ben H. Walker, Inc., to develop a subdivision on
the property, and in return Gallop gave Walker a second mortgage
on the property with a principal value of $149,999.  Gallop,
however, exhausted its funds and could not proceed with the second
phase of the subdivision project.  Under threat of foreclosure,
Gallop filed a petition for bankruptcy pursuant to Chapter 11 of
the Bankruptcy Code.

In April 1995, under the supervision of the bankruptcy court, the
parties reached a settlement agreement wherein Gallop stipulated
that it owed $1,439,010 to Pace and $149,999 to Walker.  Pace also
agreed to loan Gallop up to an additional $200,000 so that Gallop
could complete development of the property and could then pay its
debts to Walker and Pace with proceeds obtained from selling
developed lots in the subdivision.

By December 1995, Gallop was again in default on its obligations,
and Pace instituted foreclosure proceedings. On March 22, 1996,
the property was sold to JBJ -- a new partnership made up of the
Pace family -- at a foreclosure auction for $100,000. The Pace
family thereafter paid off the Walker note and continued
developing the property on its own.

On March 1, 1997, Gallop, through Mr. Tracey, sent a letter to JBJ
stating that Gallop intended to exercise its statutory right to
redeem the 19 acres it had lost in foreclosure.  On March 13,
1997, after JBJ had advised Mr. Tracey that it did not recognize
his authority to exercise Gallop's right of redemption, Tracey
transferred Gallop's right of redemption to Pavilion, a company
operated by his former brother-in-law John Lary and then still
known as John Lary, L.L.C., in return for $1,000.


GAMETECH INT'L: Enters Into New Loan Pact with Current Lenders
--------------------------------------------------------------
GameTech International, Inc., has entered into a new loan
agreement with its current lenders, dated as of June 15, 2011,
which extends the terms for repayment of the outstanding amounts
owed on the Company's existing credit facility and does not impose
any additional funding obligations on the lenders.  Pursuant to
the new loan agreement, the maturity date of the credit facility
will be extend to June 30, 2013, provided that GameTech makes all
payments, no event of default has occurred, and the company is in
compliance with certain financial covenants as of June 30, 2012.
The new loan agreement also amends, among other things, the
representations and warranties, financial and non-financial
covenants and terms of payment, all of which are more fully
described in the Company's Current Report on Form 8-K which it
expects to file with the Securities and Exchange Commission on
June 17, 2011.

"We are very pleased that our lenders have shown confidence in our
company," Andrew E. Robinson, Chief Financial Officer of GameTech
International, Inc. stated.  "The execution of the new loan
agreement is a significant step for GameTech, as it will allow us
to refocus our attention on improving our operations, delivering
new and innovative products and systems, and continuing to
maintain high levels of customer service."

                          About GameTech

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

The Company's balance sheet at Jan. 30, 2011, showed $40.86
million in current assets, $31.47 million in current liabilities
and $9.39 million in total stockholders' equity.


GARY BURIVAL: 8th Cir. Tosses Lawyer's Appeal to Collect Fees
-------------------------------------------------------------
The U.S. Court of Appeals for the Eighth Circuit rejected an
appeal by William L. Needler, Esq., who is trying to collect
attorneys fees for his services as counsel to Richard Burival,
doing business as Burival Brothers, a partnership; Phillip
Burival, also known as Burival Brothers, a partnership; Gary M.
Burival, also known as B & B Farms, also known as Burival Farms;
and Joyce A. Burival, also known as B&B Farms, also known as
Burival Farms.

Mr. Needler, as a holder of an administrative claim, took an
appeal from the Bankruptcy Court's Order denying his motion to
reconsider an Order denying his prior motion under Fed. R. Civ. P.
60(b), made applicable to bankruptcy cases by Fed. R. Bankr. P.
9024.  Those motions challenged the Bankruptcy Court's earlier
Orders allowing Rick D. Lange, the trustee in the Burival case, to
pay federal and state capital gains and income taxes incurred in
connection with the sale of the Debtors' property as a surcharge
against the proceeds of the sale.

In his Motion to Reconsider, Mr. Needler accused the Trustee of
misleading the creditors and the Court and claimed that the
Trustee had continually assured the Administrative Claimants, the
Court, and others that there was plenty of money and that they
need not worry about the IRS claims being ahead of them.  The
Trustee asserts that this statement was false.  He maintains that
he never made any such assurances that administrative claims would
be paid.

Among others, the Eighth Circuit noted that Rule 60(b)(6) provides
that the Court may relieve a party from an order for the catch-all
"any other reason that justifies relief."  The Eighth Circuit has
said that this provision allows a court to "inject equity and
revive an otherwise lifeless claim."  However, a motion under Rule
60(b)(6) is only granted in rare circumstances, and only if
brought within a reasonable time.  "What constitutes a reasonable
time is dependent on the particular facts of the case in question
and is reviewed for abuse of discretion."  While Mr. Needler may
have filed his Motion to Vacate soon after realizing he would not
be paid all of his attorney's fees, the sales had already occurred
in reliance on the surcharge.  Again, for that reason, the
Bankruptcy Court did not abuse its discretion in concluding that
Mr. Needler was not entitled to the extraordinary relief he
requested.

A copy of the Eighth Circuit's June 10, 2011 decision is available
at http://is.gd/xoo40Kfrom Leagle.com.

The appellate case is William L. Needler, Objector-Appellant, v.
Internal Revenue Service; Nebraska Department of Revenue,
Claimants-Appellees Rick D. Lange, Trustee-Appellee, No. 10-6085
(8th Cir.).  The panel consists of Chief Bankruptcy Judge Robert
J. Kressel, Arthur B. Federman and Jerry W. Venters.  Judge
Federman penned the decision.

                      About Burival Entities

Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms
and its affiliate Richard Burival & Phillip Burival filed for
chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No.
07-42271 and 07-42273).  William L. Needler and Associates Ltd.
represented the Debtors in their restructuring effort.  The
Debtors' schedules showed total assets of $13,411,186 and total
liabilities of $12,570,797.

Rick D. Lange was appointed Chapter 11 bankruptcy trustee for the
Debtors' estates, effective March 2, 2009, pursuant to an
application filed by the United States Trustee.


GARY BURIVAL: Dist. Ct. Affirms Ruling Voiding Landlord's Lien
--------------------------------------------------------------
Chief District Judge Joseph F. Bataillon affirmed a bankruptcy
court order (i) declaring James Widtfeldt's U.C.C. filings invalid
and his claimed liens and security interests with respect to the
Burival estate void, and (ii) accordingly finding that Mr.
Widfeldt's claims were general unsecured claims.

Gary and Joyce Burival farmed land that Mr. Widfeldt owned in 2007
and preceding years.  There was no signed lease agreement for
2007.  Mr. Widtfeldt contends that there was also no oral
agreement to lease the land and characterizes the Burivals as
trespassers who stole the 2007 corn crop owned by him, as well as
his portion of the cornstalks from the 2006 crop.

According to Judge Bataillon, Mr. Widtfeldt admits that he has no
signed lease and, therefore, no signed security agreement.  It is
undisputed that the leases attached to Mr. Widtfeldt's claims are
unsigned.  The Court also agrees with the bankruptcy court's
finding that the financing statements are void and grant Mr.
Widtfeldt no security interest in the corn grown on the land at
issue.  Further, the Court agrees with the bankruptcy court's
finding that financing statement #2 is avoidable as a post-
petition transfer or as an avoidable preference filed within 90
days of the bankruptcy filing. The financing statement filed in
2004 is of no consequence because crops harvested in that year are
not assets of the bankruptcy estate. Mr. Widtfeldt has presented
no evidence of racketeering activity and there is no evidence on
which to base any award of damages under a quantum meruit theory.
Mr. Widtfeldt failed to present those arguments to the bankruptcy
court and they would not be considered by the District Court in
any event.

A copy of Judge Bataillon's June 8, 2011 Memorandum and Order is
available at http://is.gd/V4UgBrfrom Leagle.com.

                      About Burival Entities

Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms
and its affiliate Richard Burival & Phillip Burival filed for
chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No.
07-42271 and 07-42273).  William L. Needler and Associates Ltd.
represented the Debtors in their restructuring effort.  The
Debtors' schedules showed total assets of $13,411,186 and total
liabilities of $12,570,797.

Rick D. Lange was appointed Chapter 11 bankruptcy trustee for the
Debtors' estates, effective March 2, 2009, pursuant to an
application filed by the United States Trustee.


GARY PHILLIPS: Has Continued Access to $600,000 Construction Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized Gary Phillips Construction, LLC, to obtain $22,543 from
TruPoint Bank under its construction loan line of credit for the
completion of Lot 3 and 5a and 9.

The Debtor is also authorized to the continued use of the $600,000
construction lone line of credit hat existed prepetition under the
terms and conditions set as:

   -- The utilization will continue during the calendar year of
      2011 and will allow for the construction of up to 8
      additional units.  The Debtor's ability to draw on the line
      of credit will be conditioned on having no more that four
      unsold units at any one time which include the existing Lot
      3 and 5a, but excluding Lot 9.  The credit limit will not
      exceed $600,000 in the total amount advanced and no more
      than $200,000 per unit.

      * Standard credit terms will apply and the Debtor will be
        charged interest at the rate as it existed prepetition,
        which is .5% over New York Prime with a floor of 5%.

      * The Bank will advance $25,000 for each new unit which
        construction is commenced and for which a construction
        draw is made and those funds will be immediately applied
        to the acquisition loan for utilization of the lot.

The Debtor is authorized to pay the bank $11,199 to be applied to
any and all accrued post petition interest under the construction
loan.

The funds advanced postpetition and prior to a court authorization
for Lots 3 and 5a will be paid to the bank as part of its claim
against Lots 3 and 5a as those lots are sold.

The bank will have superpriority as to all postpetition advances
made to the Debtor on the collateral of the bank in Cardinal
Forrest Subdivision.

                 About Gary Phillips Construction

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

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


GMI LAND: Dist. Court Affirms Reversal of Stay Relief Order
-----------------------------------------------------------
District Judge Arthur J. Schwab ruled that the Bankruptcy Court
did not abuse its discretion in reversing a prior order granting
relief from the automatic stay in the bankruptcy case of GMI Land
Company LLC.

On Feb. 9, 2011, Bankruptcy Judge Jeffrey A. Deller granted Utica
Leaseco, LLC's Motion for Relief from Stay, concluding that GMI
had no equity in its assets; but, he also concluded that the
property was necessary for an effective reorganization under 11
U.S.C. Sec. 362 (d)(2).

GMI filed a Motion for Reconsideration, saying the parties could
negotiate a consensual adequate protection plan.  Following an
April 1, 2011 hearing, the Bankruptcy Court entered an Order
granting GMI's Motion for Reconsideration.

On appeal, Utica contends the Bankruptcy Court granted GMI's
Motion for Reconsideration on grounds outside of, or contrary to,
the content of GMI's Motion, and outside the time frame proscribed
by 11 U.S.C. Sec. 362(e).

The District Court noted that GMI, in its response, fails to
address Utica's "time bar argument," and instead of squarely
addressing Utica's "sua sponte argument," GMI responds in what the
Court considers to be a tangential fashion.

In affirming the lower court's decision, the District Court held
that Judge Deller provided the parties with his reasons for
altering the prior order, and took appropriate steps so that Utica
was not prejudiced by reliance on the prior ruling.  "This Court
is satisfied that the bankruptcy court did not exceed its
authority when it granted reconsideration to GMI," Judge Schwab
said.

The case before the District Court is Utica Leaseco, LLC, v. GMI
Land Company, LLC, No. 11cv0564. (W.D. Pa.).  A copy of the
District Court's June 16, 2011 Memorandum and Opinion is available
at http://is.gd/LPWAIUfrom Leagle.com.

GMI Land Company LLC is the owner of a former cement plant and
related buildings and equipment.  It filed for Chapter 11
protection (Bankr. W.D. Pa. Case No. 10-28613) on Dec. 3, 2010, to
avoid a sheriff sale of its real property scheduled for Dec. 6,
2010.  It listed less than $50,000 in assets, and liabilities
between $100,000 and $500,000.


GOLD HILL: Mack & Mack OK'd to Represent in Real Estate Closings
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Gold Hill Enterprises, LLC, to employ B. Bayles Mack
and the firm of Mack & Mack as special counsel.

The firm is representing the Debtor in connection with real estate
closings.  The will not be paid a 6% commission on any real estate
sales brought about by the firm's economic development services.
However, B. Bayles Mack is authorized to receive a commission for
the sale authorized by the sale order entered April 22, 2011,
which sale was arranged by Mr. Mack prepetition, and which
commission will be paid by the buyer.

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

                    About Gold Hill Enterprises

Fort Mill, South Carolina-based Gold Hill Enterprises, LLC, dba
Jennings Enterprises, filed for Chapter 11 bankruptcy protection
(Bankr. D. S.C. Case No. 11-02458) on April 14, 2011.  According
to its schedules, the Debtor disclosed $11,938,596 in total assets
and $7,351,872 in total debts.


GOLD RESERVE: NYSE Seeks to Delist Firm's Shares From Exchange
--------------------------------------------------------------
Gold Reserve Inc. has received a written notice dated June 20,
2011, that the NYSE Amex LLC intends to file a delisting
application with the United States Securities and Exchange
Commission to remove the Company's common shares from being listed
on the Exchange.  This determination, which the Company intends to
appeal, was made based on the Exchange staff's position that the
Company is not in current compliance with certain listing
standards of the Exchange set forth in the NYSE Amex Company
Guide.

Specifically, the Exchange staff has determined that following the
seizure of the Brisas Project by the Government of Venezuela, the
Company has become subject to Section 1002(c) of the Company
Guide, which states that "The Exchange, as a matter of policy,
will consider the suspension of trading in, or removal from
listing or unlisted trading of, any security when, in the opinion
of the Exchange the issuer has sold or otherwise disposed of its
principal operating assets, or has ceased to be an operating
company."  Further, in the Exchange staff's opinion, the Company
no longer complies with Section 1003(c)(i) of the Company Guide
because "since substantially all of the company's operations from
1992 to 2008 were related to the development of the Brisas
Project, the Company has substantially discontinued the business
that it conducted at the time it was listed or admitted to
trading, in that it has essentially been forced to abandon its
only source of operations."  Because of this, the Exchange
believes the Company is no longer an operating company for the
purposes of continued listing on the Exchange.

In accordance with Sections 1203 and 1009(d) of the Company Guide,
the Company has a limited right to appeal the Exchange staff's
determination by requesting an oral hearing or a hearing based on
a written submission before a Listing Qualifications Panel.  The
Company's written request for a hearing must be received by the
Exchange by June 27, 2011.  The Company plans on exercising its
right to appeal the Exchange staff's determination, but there can
be no assurance that the Company's request for continued listing
following the appeal will be granted.

The Company's international arbitration against the Republic of
Venezuela regarding the illegal expropriation of its Venezuelan
properties is proceeding well but there are no material
developments with respect to the case at this time.  The Company
is also pursuing possible settlement of the arbitration but no
assurances can be given at this time that it will be successful in
reaching a settlement.  The time table remains intact with Gold
Reserve required to submit its reply on July 15, 2011 to
Venezuela's counter memorial. The hearing on the merits is still
scheduled for February 6, 2012.

The Company is continuing to pursue the sale of equipment
purchased for the Brisas project.  The sale of this equipment will
allow us to work with the Company's note holders on a possible
restructuring or retirement of the notes as well as continue to
pursue new opportunities in the mining industry.


GONZALES REDEVELOPMENT: S&P Corrects Rating on Bonds to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services corrected its long-term rating
to 'BB+' from 'BBB-' on Gonzales Redevelopment Agency, Calif.'s
series 2011 tax allocation refunding bonds. The outlook is stable.

"The corrected rating reflects our view of revisions to data and
information previously provided to us by the agency at the time we
issued the rating.  According to the revised data provided by the
agency, the leading taxpayer -- Pacific Wine Partners LLC --
represents about 50% of the project area's incremental assessed
valuation instead of 30% as previously indicated at the time we
issued the rating. We believe the concentration of half of the
project area's incremental revenues in a single taxpayer creates a
significant vulnerability to non-payment, delinquency, or appeal
by this taxpayer," S&P said.

"The rating also reflects our view of the agency's two consecutive
years of assessed value declines, and a high volatility ratio,"
said Standard & Poor's credit analyst Kathleen Parmer.

"We understand that the proceeds of the bonds will refund a
portion of the agency's outstanding Gonzales Redevelopment Project
Area No. 1 subordinate tax allocation notes, series 2006.
Following the refunding, the agency will not have any subordinate-
lien tax allocation debt," S&P said.


GREATER ST PAUL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Greater St Paul Missionary Baptist Church
        1827 Martin Luther King Jr. Way
        Oakland, CA 94612

Bankruptcy Case No.: 11-46509

Chapter 11 Petition Date: June 16, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: William J. Lafferty

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  SABARATNAM AND ASSOCIATES
                  1300 Clay St. #600
                  Oakland, CA 94612
                  Tel: (510) 205-0986
                  Fax: (510) 225-2417
                  E-mail: mufti@taxandbklaw.com

Scheduled Assets: $7,538,300

Scheduled Debts: $3,734,922

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb11-46509.pdf

The petition was signed by Joseph E. Simmons, authorized agent.


GUIDED THERAPEUTICS: To Hold Annual Meeting on Aug. 12
------------------------------------------------------
The 2011 Annual Meeting of Stockholders of Guided Therapeutics,
Inc., is scheduled to be held on Friday, August 12, 2011, at 10:00
A.M., local time, at the Company's corporate headquarters, located
at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092.
The record date for determining stockholders entitled to vote at
the Annual Meeting is the close of business on June 16, 2011.  In
order for any stockholder proposal to be considered for inclusion
in the Company's proxy statement for the Annual Meeting pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, the Company must receive the proposal at its corporate
headquarters no later than the close of business on June 27, 2011.
Such proposal must also comply with all applicable requirements
for stockholder proposals made pursuant to Rule 14a-8 and with the
requirements of the Company's bylaws.  In order for any
stockholder proposal not intended to be included in the proxy
statement to be brought before the Annual Meeting, the Company
must receive such proposal no later than July 25, 2011.  Such
proposal must also comply with the requirements of the Company's
bylaws.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million on $3.36 million
of contract and grant revenue for the year ended Dec. 31, 2010,
compared with a net loss of $6.21 million on $1.55 million of
contract and grant revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$3.13 million in total assets, $2.36 million in total liabilities
and $777,000 in total stockholders' equity.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


GYMBOREE CORP: S&P Cuts CCR to 'B' on Margin Deterioration
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on San Francisco-based Gymboree Corp. to 'B' from 'B+'. The
outlook is stable.

"At the same time, we lowered our bank loan rating on the
company's $820 million term loan to 'B' from 'B+'. The '3'
recovery rating remains unchanged. Also, we lowered our issue-
level rating on the company's $400 million senior unsecured notes
to 'CCC+' from 'B-'. The '6' recovery rating on this debt remains
unchanged," S&P said.

"The ratings on Gymboree reflect our expectation that cotton and
labor inflation will continue to strain its profitability for the
remainder of the year, leading to further weakening of credit
metrics," said Standard & Poor's credit analyst Mariola Borysiak.
"We anticipate that leverage will likely increase to the high-6x
area in the next couple of quarters."


HAMILTON BEACH: Moody's Withdraws 'B1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Hamilton
Beach, Inc., including the B1 Corporate Family Rating.

RATINGS RATIONALE

The credit rating of Hamilton Beach, a wholly owned subsidiary of
Nacco Industries (not rated), 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 were withdrawn:

Hamilton Beach, Inc.

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B2

   -- Outlook, Stable

Hamilton Beach Brands, Inc.

   -- Secured Term Loan B, B1 (LGD3, 34%)

Hamilton Beach, Inc., headquartered in Glen Allen, Virginia, is a
designer, marketer and distributor of small electric kitchen and
household appliances, as well as commercial products for
restaurants, bars and hotels, primarily under the Hamilton Beach
and Proctor Silex brand names. Revenue for the fiscal year ended
December 31, 2010 approximated $520 million.


HEARUSA INC: Development Specialists as Restructuring Advisor OK'd
------------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on a final basis,
HearUSA, Inc., to employ Development Specialists, Inc., as
restructuring advisors and appoint Joseph J. Luzinski as
chief restructuring officer.

The hourly rates for the proposed consultants are:

         Joseph J. Luzinski          $525
         Yale S. Bogen               $395
         Daniel J. Stermer           $395
         William G. King             $385

The hourly rates for other DSI consultants are:

         Senior Consultants        $455 - $625
         Consultants               $265 - $450
         Junior Consultants        $155 - $260

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

                       About HearUSA, Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
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 ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.
Trustee Services, Inc., serves as claims and notice agent.
HearUSA, INC.

The Official Committee of Unsecured Creditors was appointed on
May 25, 2011.  Robert Paul Charbonneau and the law firm of
Ehrenstein Charbonneau Calderin represents the Committee.


HEARUSA INC: Court OKs Sonenshine Partners as Investment Bankers
----------------------------------------------------------------
The Hon Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on a final basis,
HearUSA, Inc., to employ Sonenshine Partners, LLC as investment
bankers.

As reported in the Troubled Company Reporter on May 30, 2011,
since May 2010, New York-based Sonenshine Partners has assisted
the Debtor with financial advisory and investment banking services
in connection with a review of its strategic and financial
alternatives.  The Debtor said the firm has been paid in full for
those services.

On Jan. 24, 2011, the Debtor asked the firm to explore a possible
sale through Sec. 363 of the Bankruptcy Code.

In the bankruptcy proceedings, Sonenshine Partners will, among
other things, advise and assist the Debtor with respect to
potential transactions, which include a possible sale of the
Company, and in formulating a bankruptcy-exit plan.

In the final order, the Court said that Sonenshine will be
compensated at the reduced rate of $50,000 per month.

Sonenshine Partners will be entitled to a non-refundable cash fee
deemed earned upon the closing of a transaction.  The fee will be
equal to:

     1.5% of the first $80 million of the aggregate consideration
          of the transaction; plus

     3.0% of the next $20 million of the aggregate consideration;
          Plus

     4.5% of the aggregate consideration in excess of $100 million

The parties also agreed to indemnification provisions.

Sonenshine Partners represented debtors in a number of complex
restructurings and workouts, including In re Philadelphia
Newspapers (Section 1129 plan sale for cash in competitive
auction), and In re Riverstone Networks (Section 363 asset sale
for cash to Alcatel Lucent as stalking horse bidder in competitive
auction).

Sonenshine Partners' managing director, Jennifer Dore Russo, will
lead the engagement.  Ms. Russo attested that her firm doesn't
represent any interest adverse to the Debtor.

                       About HearUSA, Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
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 ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.
Trustee Services, Inc., serves as claims and notice agent.
HearUSA, INC.

The Official Committee of Unsecured Creditors was appointed on
May 25, 2011.  Robert Paul Charbonneau and the law firm of
Ehrenstein Charbonneau Calderin represents the Committee.


HEARUSA INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
HearUSA, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $7,842,800
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $31,491,216
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,318,494
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,563,696
                                 -----------      -----------
        TOTAL                     $7,842,800      $43,373,406

                       About HearUSA, Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
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 ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.
Trustee Services, Inc., serves as claims and notice agent.
HearUSA, INC.

The Official Committee of Unsecured Creditors was appointed on
May 25, 2011.  Robert Paul Charbonneau and the law firm of
Ehrenstein Charbonneau Calderin represents the Committee.


HEARUSA INC: Files List of Largest Unsecured Unsecured Creditors
----------------------------------------------------------------
HearUSA, Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Florida a list of its 20 largest unsecured
creditors, disclosing:

   Name of Creditor      Nature of Claim    Amount of Claim
   ----------------      ---------------    ---------------
Siemens Hearing
Instruments,
Dept At 40082            Trade Accounts     $2,465,598
Atlanta, GA 31192-0082

Rexton Inc.              Trade Accounts     $1,653,024
Attn: Accounts
Receivable
13790 Collection Ctr. Dr.
Chicago, IL 60693

Bryan Cave               Trade Account        $951,906
P.O. Box 503089
St Louis, MO 63150-3089

Charlotte Audiology
Services, Inc.
2230 Sagamore Road
Charlotte, NC 28209      Acquisition Note     $285,937

Oticon Inc.              Trade Accounts       $266,406
Po Box 8500-52843
Philadelphia, PA
19178-2843

Hansaton Accoustics
Inc.                     Trade Accounts       $242,126

The Hearing Clinic, Inc. Acquisition Note     $215,625

PHONAK                   Trade Account        $205,332

Dr. Michael W. Koskus    Acquisition Note     $192,968

United Healthcare of
FL,Inc                   Network Provider     $187,221

Dr. Stephen E. Mock      Acquisition Note     $152,343

Park Ridge Hearing
Center, Inc.             Acquisition Note     $134,375

JKG Corporation          Trade Accounts       $117,846

AARP                     Network Provider     $115,211

Gateway Hearing
Center, Inc.             Acquisition Note     $103,125

Ramapo Hearing Center,
Inc.                     Acquisition Note     $102,343

West Michigan Hearing
Center, LLC                Acquisition Note    $96,906

Metrolina Hearing Aids,
Inc.                       Acquisition Note    $90,468

Spectrum Brands            Trade Accounts      $69,119


Daily News                 Trade Account       $68,540

                       About HearUSA, Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
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 ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.
Trustee Services, Inc., serves as claims and notice agent.
HearUSA, INC.

The Official Committee of Unsecured Creditors was appointed on
May 25, 2011.  Robert Paul Charbonneau and the law firm of
Ehrenstein Charbonneau Calderin represents the Committee.


HEAVY IRON: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Heavy Iron Investments, Inc.
        12410 NW 39 Street
        Coral Springs, FL 33065

Bankruptcy Case No.: 11-26857

Chapter 11 Petition Date: June 17, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Julie E. Hough, Esq.
                  HOUGH LAW GROUP, PA
                  2450 Hollywood Blvd # 706
                  Hollywood, Fl 33020
                  Tel: (954) 239-4760
                  E-mail: jhough@houghlawgroup.com

Scheduled Assets: $2,017,710

Scheduled Debts: $2,974,666

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-26857.pdf

The petition was signed by Juan Vasquez.


HIGHLANDS OF LOS GATOS: Ch. 11 Case Converted to Ch. 7 Liquidation
------------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California approved the appointment of Carol
Wu as trustee of Highlands of Los Gatos, LLC's estate.

On May 18, 2011, the Court approved the conversion of the Debtor's
case to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 24, 2011,
August B. Landis, Acting U.S. Trustee for Region 17, asked the
Court to convert the Debtor's case because:

  (1) the Debtor has incurred (or will soon incur) a substantial
      and continuing loss - i.e., its real property - and has no
      hope of successfully reorganizing its affairs; and

  (2) the Debtor failed to file monthly operating reports for the
      several months, making it impossible for the U.S. Trustee,
      the Court and creditors to monitor Debtor's performance
      while in bankruptcy.

The Debtor is also directed to provide the trustee with bank
statements, cancelled checks, tax returns or other documents
relating to the property of the estate upon request of the trustee
within days of any request.

Carol Wu and the bonding company will be held and bound by the
bond filed with the Office of the U.S. Trustee and the Court.

                  About The Highlands of Los Gatos

Campbell, California-based The Highlands of Los Gatos, LLC, owns
certain real property located in the Town of Los Gatos, county of
Santa Clara.  The real property consists of approximately 66 acres
of land which were developed for construction of single family
residences.  The Company filed for Chapter 11 bankruptcy
protection on July 16, 2010 (Bankr. N.D. Calif. Case No. 10-
57370).  Charles B. Greene, Esq., at the Law Offices of Charles B.
Greene, represented the Debtor.  The Company estimated its assets
and debts at $10 million to $50 million.


HOMELAND SECURITY: Inks Employment Pact with CEO Thomas McMillen
----------------------------------------------------------------
Homeland Security Capital Corporation entered into an employment
agreement with C. Thomas McMillen, the Company's Chief Executive
Officer on June 15, 2011.  The McMillen Agreement has an initial
term of one year and is automatically renewable for additional
consecutive one year terms, unless at least ninety days written
notice is given by either the Company or Mr. McMillen prior to the
commencement of the next renewal term.  The McMillen Agreement
also provides that Mr. McMillen will continue to serve as Chairman
of the Board of Directors of the Company so long as he is with the
Company, with no additional compensation, subject to any required
approvals.

The McMillen Agreement provides for an annual base salary of
$350,000, effective June 1, 2011, and an annual discretionary
bonus of up to 100% of Mr. McMillen's base salary based upon the
achievement of targeted annual performance objectives to be
established by the Compensation Committee of the Board, in
consultation with Mr. McMillen.  In addition, Mr. McMillen is
eligible for a one-time special bonus in an amount equal to
$726,665 on the earlier of (i) Dec. 31, 2011, and (ii) change of
control of the Company.  The special bonus will be reduced by the
amount of principal and interest now owed by Mr. McMillen, as a
result of his stepping in as guarantor of the obligations of
Secure America Acquisition Holdings LLC pursuant to that certain
promissory note, dated June 1, 2007, by and between the Company
and Secure, which is now in default.  The Company is also
obligated to waive all events of default and amend the maturity
date under the Note to the earlier of (i) Dec. 31, 2011, (ii) a
change of control of the Company, and (ii) the termination date of
McMillen Agreement.

Mr. McMillen has agreed to forfeit his pre-existing option to
purchase 55,800,000 of the Company's shares of common stock.  The
McMillen Agreement also provides for a monthly automobile
allowance in an amount equal to $1,000, a matching contribution to
his 401(k) account consistent with the plan up to the maximum
amount allowable under Section 401(k) of the Internal Revenue Code
of 1986, other benefits provided to other senior executives of the
Company, actual and reasonable out-of-pocket expenses and
reimbursement for attorney's fees actually incurred by Mr.
McMillen in connection with the review of his employment agreement
of up to an amount equal to $10,000.

The agreement is terminable by the Company for cause or upon
ninety days prior written notice without cause and by Mr. McMillen
for good reason or upon ninety days prior written notice without
good reason.  If the Company terminates Mr. McMillen without cause
or Mr. McMillen terminates his employment for good reason during
the term of employment, then the Company will pay Mr. McMillen:

   (i) an amount equal to one year of his base salary at the rate
       in effect as of the termination date;

  (ii) the base salary that the Mr. McMillen would have received
       had he remained employed through the expiration date of his
       agreement;

(iii) a pro-rated bonus, if any;

  (iv) the special bonus described above and the bonus from the
       prior year, if unpaid;

   (v) health or dental insurance coverage pursuant to COBRA until
       the date that is one year following the termination date or
       until Mr. McMillen is eligible for comparable coverage with
       a subsequent employer, whichever occurs first; and

  (vi) any accrued, but unpaid compensation prior to the
       termination.

If the Company terminates Mr. McMillen without cause or Mr.
McMillen terminates his employment for good reason following the
expiration date, then the Company will pay Mr. McMillen: (i) an
amount equal to one year of his base salary at the rate in effect
as of the termination date, and (ii) any accrued, but unpaid
compensation prior to the termination.

The agreement also includes certain confidentiality and
intellectual property assignment obligations and non-compete and
non-solicitation provisions for a period of one year following the
expiration date of Mr. McMillen's employment with the Company.

On June 15, 2011, the Company also entered into an employment
agreement with Michael T. Brigante, the Company's Senior Vice
President of Finance and Chief Financial Officer.  The Brigante
Agreement has an initial term of one year and is automatically
renewable for additional consecutive one year terms, unless at
least ninety days written notice is given by either the Company or
Mr. Brigante prior to the commencement of the next renewal term.

The Brigante Agreement provides for an annual base salary of
$250,000, effective June 1, 2011, and an annual discretionary
bonus of up to 50% of Mr. Brigante's base salary based upon the
achievement of targeted annual performance objectives to be
established by the Compensation Committee of the Board, in
consultation with Mr. McMillen and Mr. Brigante.  In addition, Mr.
Brigante is eligible for a one-time special bonus in an amount
equal to $124,462.66 on the earlier of (i) Dec. 31, 2011, and (ii)
change of control of the Company.

Mr. Brigante has agreed to forfeit his pre-existing option to
purchase 9,500,000 of the Company's shares of common stock.
The Brigante Agreement also provides for a monthly automobile
allowance in an amount equal to $500, a matching contribution to
his 401(k) account consistent with the plan up to the maximum
amount allowable under Section 401(k) of the Code, use of the
Company's corporate apartment in Washington D.C., and if the
Company no longer maintains the apartment, a monthly housing
allowance up to the amount that the Company paid to maintain the
corporate apartment, other benefits provided to other senior
executives of the Company, actual and reasonable out-of-pocket
expenses and reimbursement for attorney's fees actually incurred
by Mr. Brigante in connection with the review of his employment
agreement of up to an amount equal to $10,000.

The other provisions of the Brigante Agreement regarding a
termination of employment and restrictive covenants are identical
to those that apply to Mr. McMillen.

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

Homeland Security reported net income of a $1,636,720 on
$53,266,167 of net contract revenue for the six months ended
Dec. 31, 2010, compared with net income of $555,251 on $47,421,857
of net contract revenue for the same period a year earlier.

The Company's balance sheet at March 31, 2011, showed
$36.28 million in total assets, $37.52 million in total
liabilities, $169,768 in warrants payable, and a $1.40 million
total stockholders' deficit.


IMH FINANCIAL: Desert Stock Owns 50% of Class B-4 Common Shares
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Desert Stock Acquisition I LLC and its affiliates
disclosed that they beneficially own 313,789 shares of Class B-4
common stock of IMH Financial Corporation representing 50% of the
shares outstanding.  The Company had 3,811,342 Shares of Class B-1
Common Stock, 3,811,342 shares of Class B-2 Common Stock,
7,721,055 shares of Class B-3 Common Stock, 627,579 shares of
Class B-4 Common Stock and 838,448 shares of Class C Common Stock,
which were collectively convertible into 16,809,766 outstanding
common shares as of May 15, 2011.  A full-text copy of the filing
is available for free at http://is.gd/bbKQeW

                        About IMH Financial

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

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

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

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

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

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


IMUA BLUEHENS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Imua Bluehens, LLC
          dba Imua Bluehens II, LLC
              Imua Waipio, LLC
              Piilani Group, LLC
        c/o Jeffery S. Flores
        733 Bishop Street, Suite 2400
        Honolulu, HI 96813
        Tel: (808) 524-8350

Bankruptcy Case No.: 11-01721

Chapter 11 Petition Date: June 17, 2011

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jeffery S. Flores, Esq.
                  O'CONNOR PLAYDON & GUBEN LLP
                  Pacific Guardian Center
                  Makai Tower, Suite 2400
                  733 Bishop Street
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jsf@opglaw.com

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

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

The petition was signed by James K. Kai, manager.

Debtor's List of 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pi'ilani Group, LLC                Management Company     $103,813
P.O. Box 11768
Honolulu, HI 96828

Lelehunekaua, LLC                  Landscaping Service     $19,945
2401 Maunalaha Road
Honolulu, HI 96822

Sky USA                            --                      $18,000
98-2078F Kaahumanu Street
Pearl City, HI 96782

Jade Properties                    --                      $14,798

CB Richard Ellis                   --                      $10,541

Board of Water Supply              --                       $9,929

Hawaii State Tax Collector         --                       $7,090

HECO                               Electric Service         $3,557

Rolloffs Hawaii                    --                       $2,403

Hirai & Hirai                      --                       $1,111

Protech                            --                         $937

Schindler Elevator                 Elevator Service           $870

Backdraft Fire Protection          --                         $571

Chem Systems, Inc.                 --                         $329

Hawaiian Telcom                    Telephone Service           $82

Alan Yukitomo, CPA                 --                           --

Cornerstone Air Conditioning       --                           --

Disposable Products, Inc.          --                           --

Gentry Waiplo Industrial           --                           --
Association


INDIANAPOLIS DOWNS: Provides Schedules of Assets & Liabilities
--------------------------------------------------------------
Chapter11Cases.com reports that Indianapolis Downs LLC and Indiana
Downs Capital Corp. filed their schedules of assets and
liabilities and their statements of financial affairs.

Chapter11Cases.com reports that Indianapolis Downs LLC disclosed
$208.3 million of assets and $546.1 million in liabilities.  The
$149.3 million of the assets are listed as property and buildings
located at 4300 Michigan Road, Shelbyville, Indiana (the location
of the Indiana Live! Casino).  All but $310,000 of the company's
debt is secured.

Chapter11Cases.com notes that the largest secured obligation is
$375 million owing for the company's 11% Senior Secured Notes Due
2012 (The Bank of New York Trust Company, N.A. is listed as the
trustee and collateral agent for the notes).  Other significant
secured obligations are $98.125 million owed to Wells Fargo Bank,
N.A. for an October 2007 term and revolving note and $72.65
million for the company's 15.5% Senior Subordinated Secured Pay-
in-Kind Notes due 2013 (Wilmington Trust Company is listed as the
trustee and collateral agent for the notes), Chapter11Cases.com
says.

There are two additional disputed secured obligations listed in
the company's schedules based upon UCC financing statements.  The
value of the collateral securing each of the company's secured
obligations is listed as being unknown.

In its Statement of Financial Affairs, Indianapolis Downs LLC
reported gross income of $228.4 million for fiscal year 2009,
$246.5 million for fiscal year 2010, and $68.7 million year to
date in 2011, Chapter11Cases.com discloses.

In response to Item 3b of the Statement of Financial Affairs,
Indianapolis Downs attaches a 72-page list of payments made to
creditors in the 90 days before its bankruptcy filing (each
payment is separately listed with creditor details),
Chapter11Cases.com relates.

In total, the company made $64.9 million in payments in the 90-day
period.  The company also made approximately $3 million in
payments to insiders in the year prior to the bankruptcy filing.

                    Indiana Downs Capital Corp.

Chapter11Cases.com relates that in its Schedules of Assets and
Liabilities, Indiana Downs Capital Corp. listed no assets and no
unsecured liabilities.  It did list, however, the same
acknowledged secured and subordinated secured liabilities (over
$545.7 million), the report notes.

While it did not list the two disputed secured claims, it did list
two other disputed secured claims based upon UCC financing
statements filed by WMS Gaming, Inc. in 2008.

Perhaps unsurprisingly given that it listed no assets, Indiana
Downs Capital Corp. listed no gross income in the years prior to
its bankruptcy filing.  It also listed no payments to non-insider
creditors in the 90 days prior to filing and no payments to
insider creditors in the year prior to filing.

                    About Indianapolis Downs

Indianapolis Downs, LLC, operates a "racino," which is a combined
race track and casino, at a state-of-the-art 283 acre Shelbyville,
Indiana site.  It also operates two satellite wagering facilities
in Evansville and Clarksville, Indiana.  Total revenue for 2010
was $270 million, representing an 8.7% increase in 2009.  The
casino captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTCOMEX INC: S&P Affirms 'B' CCR; Outlook Revised to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Miami-based Intcomex Inc., and revised the
outlook to negative from stable. The outlook revision reflects
diminished covenant headroom under Intcomex's senior note
fixed-charge coverage requirement, vulnerability to foreign
currency exchange rates, and relative lack of operating
performance predictability.

"The ratings reflect our expectation that Intcomex's modest
earnings and cash flow from operations, as well as geographic
concentration in Latin American markets, will limit near-term
improvement in its highly leveraged financial profile," said
Standard & Poor's credit analyst Martha Toll-Reed. Intcomex's
vulnerable business profile reflects its relatively narrow
geographic presence and second-tier position in the highly
competitive and global distribution market. However, the company
should benefit from a diverse customer base, low PC penetration
rates in Latin America, and more rapid growth of Internet
users.


IRVINE SENSORS: Scott Reed Resigns from Board of Directors
----------------------------------------------------------
Scott Reed tendered to the Board of Directors of Irvine Sensors
Corporation his resignation as a director and a member of any
committees of the Board, effective immediately.

On June 14, 2011, the Board appointed Robert L. Wilson to serve as
a director of the Company until the Company's next annual meeting
and until his successor is duly elected and qualified or until his
earlier death, resignation or removal, to fill the vacancy created
by Mr. Reed's resignation.  The Board also appointed Mr. Wilson to
the Compensation Committee to fill the vacancy created by Mr.
Reed's resignation.  Mr. Wilson is a limited partner of The
Griffin Fund, L.P., an institutional investor in the Company, and
was appointed to the Board as Griffin's designee.  Because Mr.
Wilson is a designee of Griffin, pursuant to a Voting Agreement
dated Dec. 23, 2010, Griffin and Costa Brava Partnership III L.P.
have agreed to vote their shares of common stock of the Company to
elect Mr. Wilson at each Annual Stockholders' Meeting.  The
various transactions that have occurred between the Company and
Griffin have been previously reported in Current Reports on Form
8-K filed with the Securities and Exchange Commission on Dec. 29,
2010, and April 6, 2011.  From December 2010 to June 2011, Mr.
Wilson was Vice President and General Manager of Converged
Experiences for Motorola Mobility, Inc., a mobile devices and
services unit of Motorola, Inc., that split into a separate
publicly traded company in January 2011.  From July 2007 to
December 2010, Mr. Wilson was Vice President and General Manager
of Video Infrastructure Solutions, Broadband Home Solutions for
Motorola, Inc., a supplier of complete video infrastructure
solutions to cable, satellite, telecommunications and programmer
service providers.  From April 2004 until its acquisition by
Motorola in June 2007, he served as Chairman and CEO of Modulus
Video Inc., a provider of video encoding systems.  From May 1997
to March 2004, Mr. Wilson was President of Broadcast Video
Solutions for Pinnacle Systems Inc., a global video solutions
company.  Mr. Wilson holds a Bachelor of Science degree in
Economics from the Wharton School, University of Pennsylvania.

On June 15, 2011, the Compensation Committee granted to Mr. Wilson
an option to purchase 62,500 shares under the Company's 2011
Omnibus Incentive Plan at an exercise price equal to $0.11 per
share, the closing sales price of the Company's common stock on
the date of grant as reported by the OTC Bulletin Board.  The
option is exercisable for 10 years and vests as follows: 31,250
shares are immediately vested on the grant date and the balance
vest on Dec. 10, 2011.  Mr. Wilson will also be eligible for a
quarterly retainer of $3,250, $1,500 for each board meeting
attended and $500 for each Compensation Committee attended.

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of Oct. 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended Oct. 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended Sept. 27, 2009.


JAVIER ZAVALA: Claims v. Ex-Counsel May Be Pursued in Other Forum
-----------------------------------------------------------------
Bankruptcy Judge Margaret M. Mann vacated a June 9 hearing on an
order to show cause why Michael T. Pines, Esq., should not be held
in contempt of court and subject to sanctions in the Chapter 11
case of Javier Zavala.  The Order to Show Cause was issued on
April 13, 2011, after Mr. Pines, principal of Pines & Associates,
had been replaced as counsel of record for the Debtor.  Evidence
was presented to the Court that Mr. Pines was not cooperating with
the Debtor's current counsel to satisfy his professional
responsibilities to his former client -- the Debtor -- regarding
the transfer of client titles and an accounting of the retainer
paid by the Debtor.  In response to the OSC, Mr. Pines claimed
that events in his personal current bankruptcy case, In re Michael
T. Pines, 10-00296 (Bankr. S.D. Calif.), in which Leslie A.
Gladstone is the trustee, had rendered it impossible for him to
comply with his professional responsibilities to the Debtor.

In a Memorandum Decision also dated June 9, Judge Mann held that
if any interested party has any requests for fees, or seeks any
other remedy in state or federal court against Mr. Pines,
including but not limited to the costs incurred to secure the
belated accounting of the retainer or challenging the retainer,
these parties can seek these remedies in other proceedings.

The judge's memorandum noted that the parties' retainer agreement
provides for the payment of a $10,000 initial retainer, plus
$4,000 additional monthly retainer.

A copy of Judge Mann's decision is available at
http://is.gd/wwhZySfrom Leagle.com.

                        About Javier Zavala

Javier Zavala in San Diego, California, filed for Chapter 11
bankruptcy (Bankr. S.D. Calif. Case No. 10-20753) on Nov. 23,
2010.  Judge Margaret M. Mann presides over the case.  Michael T.
Pines, Esq., at Pines and Associates, served as counsel to the
Debtor, but was later removed.  In his petition, the Debtor listed
$1 million to $10 million in assets and debts.


JAVIER ZAVALA: Has Green Light to Sell Assets & Hire Broker
-----------------------------------------------------------
Bankruptcy Judge Margaret M. Mann granted Javier Zavala's motion
to sell real property free and clear of liens, and to employ and
compensate real estate brokers.

The Sale Motion was not served in accordance with F.R.B.P. Rule
6004(c), which required service in accordance with Bankruptcy Rule
7004 for the lienholders whose liens are to be removed from title.
Nevertheless, Judge Mann said the error is of no consequence since
the Sale Motion does not truly remove the liens from title without
the lienholders' consent.

The known liens on the Property based upon the evidence and as
reflected on the escrow company's "Settlement Statement" are:

         a. Chase Bank                    $2,395,894.00
         b. U.S. Trustee Fees                 $9,750.00
         c. Escrow and Title Changes         $10,746.00
         d. Recording Fees                    $3,217.50
         e. Additional Charges/HOA Fees       $9,142.50
         f. Commissions                     $146,250.00
         g. Gugulu (second)                 $350,000.00
                                         --------------
              TOTAL                       $2,925,000.00

The only objection to the Sale Motion was filed by Michael T.
Pines, Esq., former counsel to the Debtor.

In approving the Sale Motion, Judge Mann held that Mr. Pines is
not a creditor of this case, as he has already earned his fees
based upon the terms of his "earned on receipt" retainer and has
no conceivable claim in this case based upon the record before the
Court. He thus has no standing to object to the sale.

A copy of Judge Mann's decision is available at
http://is.gd/wwhZySfrom Leagle.com.

                        About Javier Zavala

Javier Zavala in San Diego, California, filed for Chapter 11
bankruptcy (Bankr. S.D. Calif. Case No. 10-20753) on Nov. 23,
2010.  Judge Margaret M. Mann presides over the case.  Michael T.
Pines, Esq., at Pines and Associates, served as counsel to the
Debtor, but was later removed.  In his petition, the Debtor listed
$1 million to $10 million in assets and debts.


JOHN C FLOOD: D.C. Circuit Rules on Trademark Dispute
-----------------------------------------------------
Two businesses with nearly identical names -- John C. Flood, Inc.
-- 1996 Flood -- and John C. Flood of Virginia, Inc. -- Virginia
Flood -- brought suit against each other over which company had
the right to use two trademarks: JOHN C. FLOOD and its abridged
form FLOOD.  The district court concluded that 1996 Flood was the
proper owner of the two trademarks and that Virginia Flood, as the
licensee of the marks, was estopped from challenging 1996 Flood's
ownership.  In a June 17, 2011 opinion, the U.S. Court of Appeals
for the District of Columbia Circuit agree with the district
court, but remanded the case back to the district court for
clarification regarding whether Virginia Flood's use of the mark
JOHN C. FLOOD OF VIRGINIA was prohibited by its decision.

The case is John C. Flood of Virginia, Inc., et al., Appellants,
v. John C. Flood, Inc., et al., Appellees, No. 10-7098 (D.C.
Cir.).  The Appeals Court panel consists of Chief Judge David B.
Sentelle, Circuit Judge David S. Tatel and Senior Circuit Judge
Harry T. Edwards.  A copy of the D.C. Circuit's Opinion, written
by Chief Judge Sentelle, is available at http://is.gd/KtmAIDfrom
Leagle.com.

John C. Flood Inc. and John C. Flood of Virginia Inc. are two
plumbing, heating and air conditioning businesses and the
principals of those businesses whose histories are intertwined. In
1984, Mark Crooks and Mel Davis incorporated John C. Flood Inc. --
1984 Flood -- a Maryland business that served the Washington D.C.
metropolitan area.  1984 Flood traded under the service mark JOHN
C. FLOOD, its abbreviated form FLOOD, and variations.

In 1988, looking to expand into the Virginia market, Messrs.
Crooks and Davis and two of their 1984 Flood employees, Clinton
Haislip and James Seltzer incorporated a separate Virginia
business, John C. Flood of Virginia, Inc.  Messrs. Haislip and
Seltzer originally owned only 49% of Virginia Flood, but soon came
to own 50% of the business to become equal owners with Messrs.
Crooks and Davis.

Although Virginia Flood had a verbal license to use the marks JOHN
C. FLOOD and FLOOD with or without the modifier "of Virginia," the
parties disagree over the nature and scope of that license.
Regardless of what limitations were or were not part of the
original oral agreement, neither party disputes that Virginia
Flood has used the two disputed marks continuously since 1989.

In June 1991, 1984 Flood filed for Chapter 11 bankruptcy
reorganization.  One month later, Messrs. Crooks and Davis
resigned as officers of Virginia Flood, but continued to operate
1984 Flood in bankruptcy until March 1993, when the bankruptcy
court appointed a trustee and converted the case to a Chapter 7
bankruptcy.  At that time, Messrs. Crooks and Davis shut down 1984
Flood's operations and ceased monitoring the operation of Virginia
Flood and its use of the disputed marks.  In 1995, Messrs. Haislip
and Seltzer purchased Messrs. Crooks and Davis's 50% share of
Virginia Flood from the trustee, becoming the sole owners of the
business.

After leaving 1984 Flood, Messrs. Crooks and Davis joined with
Robert and Joanne Smiley and continued to trade in the plumbing,
heating and air conditioning business through various corporations
known as J.C.F, Inc., J.C. Flood, Inc., John C. Flood of DC, Inc.
and John C. Flood of MD, Inc.  While operating the New Flood
entities, Messrs. Crooks and Davis, and the Smileys
misappropriated the assets, including the disputed marks, of 1984
Flood.  In an effort to preserve 1984 Flood's assets, in May 1995
the bankruptcy trustee filed an adversary proceeding, which
resulted in the bankruptcy court issuing a consent order for a
preliminary injunction against the New Flood entities and for the
appointment of a receiver with the authority to take charge of the
New Flood entities and their assets.  By August 1995, the
bankruptcy court made the injunction and the receivership
permanent.

In October 1995, the bankruptcy trustee proposed that the disputed
marks, as well as the seized assets and stock of the New Flood
entities, be sold to Messrs. Crooks and Davis, and the Smileys. As
creditors of the 1984 Flood bankruptcy estate, Messrs. Haislip and
Seltzer objected to the sale on the grounds that Messrs. Crooks
and Davis, and the Smileys had unlawfully diverted and concealed
estate assets.  Messrs. Crooks and Davis withdrew and the Smileys
increased the amount of their bid.  Messrs. Haislip and Seltzer
made a competing bid to purchase only the disputed marks and the
1984 Flood phone numbers.  In February 1996, over Messrs. Haislip
and Seltzer's objections, the trustee executed a bill of sale
conveying the disputed marks and the stock of the New Flood
entities to the Smileys, who then incorporated a new Maryland
business under the name John C. Flood, Inc.

Since 1996, both 1996 Flood and Virginia Flood have traded in the
plumbing, heating, and air conditioning business in the Washington
D.C. metropolitan area with both companies using the marks JOHN C.
FLOOD and FLOOD.

In 2000, Virginia Flood sought and obtained two trademark
registrations from the United States Patent and Trademark Office,
one for the phrase "JOHN C. FLOOD" and one for a logo
incorporating that phrase.  According to 1996 Flood, when it
learned that Virginia Flood had registered the disputed marks, it
brought an action before the Trademark Trial and Appeal Board of
the U.S. Patent and Trademark Office to cancel the registrations.
That action was suspended pending disposition of a civil action in
July 2006 after Virginia Flood brought a trademark infringement
suit against 1996 Flood.  In response, 1996 Flood filed a
counterclaim claiming, inter alia, that 1996 Flood had priority
over Virginia Flood to the disputed marks.


JUTTE ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jutte Electric Ltd.
        1001 Industrial Drive
        P.O. Box 534
        Fort Recovery, OH 45846

Bankruptcy Case No.: 11-33379

Chapter 11 Petition Date: June 17, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Randy Lee Reeves, Esq.
                  RANDY L. REEVES CO., LPA
                  973 W North St
                  Lima, OH 45805
                  Tel: (419) 228-2122
                  Fax: (419) 222-6718
                  E-mail: ecf@reeveslpa.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/ohnb11-33379.pdf

The petition was signed by Kenneth R. Jutte, CEO.


KINGSLEY ARMS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kingsley Arms, Inc.
        P.O. Box 270
        Allenhurst, NJ 07711-0270

Bankruptcy Case No.: 11-28625

Chapter 11 Petition Date: June 19, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: tneumann@bnfsbankruptcy.com

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

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-28625.pdf

The petition was signed by Isaac Saada, president.


KOBRA EFS: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kobra EFS, a Delaware limited liability company
        3001 Lava Ridge Court, Suite 300
        Roseville, CA 95661

Bankruptcy Case No.: 11-35250

Affiliates that simultaneously sought Chapter 11 protection:

  Debtor                          Case No.
  ------                          --------
Fairway Commons II, LLC           11-35255
Eureka Ridge, LLC                 11-35256

Chapter 11 Petition Date: June 20, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtors' Counsel: Paul A. Warner, Esq.
                  3001 Lava Ridge Court, #300
                  Roseville, CA 95661
                  Tel: (916) 746-0645

Kobra EFS'
Estimated Assets: $10,000,001 to $50,000,000

Kobra EFS'
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Abolghassem Alizadeh, member of
authorized agent.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kobra Petroleum I, LLC                11-23348            02/10/11
Kobra Properties                      08-37271            11/25/08
Vernon Street Associates, LLC         08-37273            11/25/08
Kobra Preserve, LLC                   08-37272            11/25/08
Rocky Ridge Center, LLC               08-38105            12/09/08
Douglas Pointe, LLC                   09-32854            06/23/09
Sierra Valley Associates, Inc.        09-40212            09/18/09
Central Valley Food Services, Inc.    09-40214            09/18/09
Kobra Associates, Inc.                09-40068            09/18/09
Food Service Management, Inc.         09-40066            09/18/09

KOBRA EFS and two affiliates' List of 16 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
J.E. Robert Company, Inc. in its   --                  $46,100,000
Capacity as Special Services for
Wells Fargo Bank, N.A. as Trustee
for the Registered Holders of
Morgan Stanley Capital I, Inc.
Securities Trust 2006-HQ8
Commercial Mortgage Pass-Through
Certificates, Series 2006-HQ8
14755 Preston Road, #520
Dallas, TX 75254

Mechanics Bank/Jeffer              --                  $15,000,000
Mangels Butler & Marmaro LLP
Two Embarcadero Center, 5th Floor
San Francisco, CA 94111

Rubicon Mezzanine Loan Fund I, LLC --                   $3,964,792
Agent Wells Fargo
805 Third Avenue
New York, NY 10022

Great Northwest Restaurants I      Tenant Improvement   $1,000,000
3001 Lava Ridge Court, Suite 300   Reimbursement
Roseville, CA 95661

Grubb & Ellis                      Service                  $8,000

Tri-Asian Enterprise               Service                  $3,000

ABM Security                       Service                  $2,500

Evolution Air                      Service                  $2,500

Waterworks                         Service                  $2,000

IMS                                Service                  $2,000

Century Lighting                   Service                  $1,700

City Wide Maintenance              Service                  $1,500

UBM                                Service                  $1,000

SBM                                Service                  $1,000

Sacramento Valley Lockworks        Service                    $800

Neighborly Pest Management         Service                    $700


KV PHARMACEUTICAL: To Divest Generics Business to Zydus
-------------------------------------------------------
K-V Pharmaceutical Company entered into a definitive agreement to
divest Nesher Pharmaceuticals, Inc., its generics subsidiary, and
the Company's generic business and assets to Zydus Pharmaceuticals
(USA), Inc., for approximately $60 million in cash.  The
transaction is estimated to close during the second quarter of
KV's 2012 fiscal year, subject to customary closing conditions.

The divesture of the Company's generic business has been an
important goal of KV's Board of Directors and Management team.
The completion of this divestiture is an important element of the
Company's declared strategy of transitioning to a branded
specialty pharmaceutical company focused on women's health.

Jefferies & Company, Inc., acted as exclusive financial advisor to
K-V in this transaction.

                  About KV Pharmaceutical Company

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

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LANDSOURCE COMMUNITIES: Liquidating Trust Drops Suit vs. Lennar
---------------------------------------------------------------
Jacob Adelman at The Associated Press reports that creditors in a
failed deal with Lennar Corp. to build massive housing tracts on
the last major parcel of undeveloped land in Los Angeles County
have dropped a lawsuit accusing the construction giant and a
former subsidiary of defrauding California's public pension fund
and others.

According to the report, the plaintiffs, identified as the
LandSource Creditor Litigation Liquidating Trust, wrote in a court
filing last week that they were voluntarily dismissing the suit,
which had claimed that Lennar and the subsidiary, LNR Property
Corp., engineered a transaction to cash in on $1.4 billion of debt
they knew they would never be able to repay.

The suit was filed in Delaware in July, but U.S. Bankruptcy Judge
Kevin J. Carey signed off on several delays over the year that
kept it from ever going to trial.  The filing did not stipulate
terms of the dismissal of the suit, which had sought $700 million
that plaintiffs alleged was fraudulently transferred to LNR.

The report says the complaint did not name Lennar, which was
released from liability in claims concerning the venture, known as
LandSource Communities Development LLC, as part of a bankruptcy
settlement.

Mr. Adelman says the suit was dismissed with prejudice, meaning
the LandSource creditors who filed the complaint are barred from
filing another case on the same claim.

The report relates that the suit had accused Lennar and LNR of
using an appraisal that overstated LandSource's value when, as the
venture's sole owners in 2006, they secured up to $1.55 billion in
financing for development projects from investors led by Barclays
Bank PLC.

Mr. Adelman notes Lennar and LNR each took $700 million of the
borrowed money in exchange for their shares in LandSource when
CalPERS and its investment partners bought into the venture in
February 2007, the complaint had said.  CalPERS and the ventures'
other creditors were left with that debt when falling land prices
pushed LandSource into Chapter 11 bankruptcy protection in June
2008, according to the suit.

The report says the suit also accused Lennar and LNR of telling
lenders and investors that they would buy back the majority of
LandSource's property during the three years after they sold their
stake in the venture, but they failed to do so.  The suit was
filed about a year after a judge gave final approval to the
LandSource's reorganization plan, which gave the venture's main
financial backers equity in a reorganized company in exchange for
the more than $1 billion they were owed.

The reorganization deal also allowed Lennar to buy 15 percent of
the Newhall Ranch project for $140 million and to install an
affiliate company as its manager.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, was involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.

LandSource and 20 of its affiliates filed for Chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors were represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. was the financial advisor, and Kurtzmann Carson Consultants
served as notice and claims agent.

In August 2009, following confirmation of its Barclays-backed
Chapter 11 reorganization plan, LandSource Communities Development
LLC emerged from Chapter 11 reorganization as Newhall Land
Development LLC.


LDG SOUTH: Halsatt, CC DEevco Bid $13.3 Million for Property
------------------------------------------------------------
Laura Layden at Naples News reports that two companies have teamed
up to acquire one of the last neighborhoods to be built in the
Grey Oaks golf community.

According to the report, Halstatt Partnership -- the community's
original developer -- has acquired Traditions, the Golf
Residences, along with CC Devco Homes, a Codina-Carr company based
in Coral Gables on Florida's east coast.

Naples News reports that the companies were the winning bidder at
a court-approved auction in Tampa in April.  The deal was
finalized at the end of last month.  The property -- off Airport-
Pulling Road on the northeast border of Naples -- was entangled in
a Chapter 11 bankruptcy case involving LDG South II LLC.

The sale includes 16 luxury coach homes, four completed and 12
under construction. At buildout, Traditions could have about 120
homes.  The coach homes have four homes each. To date, 16 have
been sold in the neighborhood.

Naples News says court records show Halstatt and CC Devco bid
$13.3 million for the 37-acre property.  In 2006, LDG South II
paid about $24.5 million for the undeveloped land, according to
Collier County clerk records.  Bank of America had a mortgage and
a security interest in the property.

Naples, Florida-based LDG South, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 09-24038) on
Oct. 22, 2009.  Stephen R. Leslie, Esq., at Stichter, Riedel,
Blain & Prosser assists the Company in its restructuring efforts.
The Company estimated $10 million to $50 million in assets and
Liabilities as of the Chapter 11 filing.


LENDER PROCESSING: S&P Affirms CCR at 'BB+'; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Jacksonville, Fla.-based Lender Processing
Services Inc., and revised the outlook to negative from stable.
The outlook revision reflects a material decline in
mortgage and default activity, persistent uncertainty regarding
the timing and impact of financial industry regulatory reforms,
and diminished near-term profitability.

"The ratings reflect our expectation that good free operating cash
flow will enable LPS to maintain moderate leverage for the
rating," said Standard & Poor's credit analyst Martha Toll-Reed,
"despite its narrow and cyclical product focus and increased
regulatory and market uncertainty."


LOCATEPLUS HOLDINGS: Files for Chapter 11 to Stop Foreclosure
-------------------------------------------------------------
On June 16, 2011 LocatePlus Holdings Corporation and its
subsidiaries filed petitions under the Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Massachusetts.

The Company cited as a principal reason a June 3, 2011,
Notification of Secured Party Disposition of Collateral by way of
Public Sale on behalf of Gulabtech, LLC, holder of a Secured
Convertible Debenture of the Company and associated loan
documents, including a Security Agreement, acquired by purchase on
March 18, 2011.  The Notification asserted that the Debenture is
in default and outstanding principal and interest due on the
Debenture as of May 31, 2011, was $3,431,040.19.  The Notification
stated that a public auction sale of the Collateral, consisting of
all the assets of the Company was to be held Tuesday June 21,
2011, at 11:00 a.m. at the offices of Murtha, Cullina LLP, 99 High
Street, 20th Floor, Boston, Massachusetts.  In addition, and as a
result of the Notification, the Company had received default
notices from other creditors, including the lessor of its
headquarters space.

The filing of the Chapter 11 petitions stays the prosecution of
foreclosure, eviction and other creditor actions, allowing the
Company time to achieve and implement a plan of reorganization
under the guidance of the Court.

Speaking of the necessity to file the petitions, Anthony
Spatorico, Interim Chairman stated, "The Board and management of
the Company have expended great effort over the past months in
trying to work out the serious cash flow deficiencies arising from
the combined effects of recession and activities of prior
management.  Unfortunately, we finally reached a point where, due
to the unwillingness of a major creditor to compromise, we were
forced to seek the protection of the bankruptcy laws.  Under that
protection we are hopeful that we can work out a plan to
reorganize the Company."

The Company disclosed that on June 26, 2011, its Board of
Directors voted to terminate the service of Ronald Lifton as
President and Chief Executive Officer.  Also, Mr. Lifton
voluntarily resigned as Director.  Simultaneously, the Board
appointed Kenneth Kaiser as Interim President and Chief Executive
Officer.

Citing the filing of Chapter 11 petitions by the Company and its
subsidiaries on June 16, 2011, Anthony Spatorico, Interim Chairman
of the Board, stated that the Board believed that Mr. Lifton had
worked very hard under the pressures of the last year but that a
change in leadership was necessary to take the company through the
forthcoming reorganization.  "We wish Mr. Lifton well and express
our deep appreciation for his efforts during this difficult time
for the Company," said Mr. Spatorico.

                    About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company reported a net loss of $224,260 on $1.68 million of
revenue for the three months ended March 31, 2011, compared with a
net loss of $218,787 on $2.01 million of revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2011, showed
$2.08 million in total assets, $12.25 million in total liabilities
and a $10.17 million total stockholders' deficit.


LOCATEPLUS HOLDINGS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: LocatePLUS Holdings Corporation
        100 Cummings Center 235M
        Beverly, MA 01915

Bankruptcy Case No.: 11-15791

Chapter 11 Petition Date: June 16, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Harold B. Murphy, Esq.
                  MURPHY & KING, P. C.
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  E-mail: bankruptcy@murphyking.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mab11-15791.pdf

The petition was signed by Kenneth W. Kaiser, interim president
and chief executive officer.

Affiliates that sought Chapter 11 protection on June 16, 2011:

        Debtor                        Case No.
        ------                        --------
LocatePLUS Corporation                11-15793
Dataphant, Inc.                       11-15794
Certifion Corporation                 11-15795
Employment Screening Profiles, Inc.   11-15797
Worldwide Information Inc.            11-15798


LOMA REINSURANCE: S&P Gives 'BB-' Rating on $100MM Class A Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-(sf)' rating
to the $100 million Series 2011-1 Class A senior secured notes
issued by Loma Reinsurance Ltd. (Loma Re). The notes cover losses
from second and subsequent hurricanes and earthquakes in the U.S.,
windstorms in Europe, and earthquakes in Japan on a per-occurrence
basis in the specified covered area.

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

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

Ratings List
New Rating

Loma Reinsurance Ltd.
Series 2011-1 Class A senior secured notes             BB-(sf)


MEUNGHEE JOUNG: Can't Convert to Ch. 11 Due to Bad Faith Filing
---------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz denied, without prejudice,
Meunghee Joung's request to convert her Chapter 7 bankruptcy case
to one under Chapter 11.  Creditor Bank '34 objected to the
Motion, asserting that the Debtor has not acted in good faith.
The parties agree that the Supreme Court's decision in Marrama v.
Citizens Bank of Massachusetts, 549 U.S. 365, 127 S.Ct. 1105, 166
L.Ed.2d 956 (2007) applies to a debtor's request to convert from
Chapter 7 to Chapter 11.  In Marrama, the Supreme Court held that
a debtor who acts in bad faith does not have an absolute right to
convert from Chapter 7 to Chapter 13 under 11 U.S.C. Sec. 706(a).

According to Judge Jacobvitz, the Debtor's bad acts are
significant and warrant a denial of the Motion to Convert.  Judge
Jacobvitz, however, said there exists a reasonable possibility
that the Debtor could overcome her prior bad acts sufficient to
justify conversion of the case to a case under Chapter 11 by
proposing a Chapter 11 plan that offers significantly more to
creditors than they could expect to receive if the case continued
under Chapter 7.

Attorney for the Debtor is:

         Christopher M. Gatton, Esq.
         LAW OFFICE OF GEORGE DAVE GIDDENS, PC
         10400 Academy NE, Suite 350
         Albuquerque NM 87111
         Tel: 505-796-6266
         Fax: 505-271-4848

Bank '34 is represented by:

         James A. Roggow, Esq.
         MARTIN, LUTZ, ROGGOW & EUBANKS, P.C.
         2110 North Main Street, P.O. Drawer 1837
         Las Cruces, NM 88004-1837
         Tel: 575-526-2449
         Fax: 575-526-0946

A copy of the Court's June 10, 2011 Memorandum Opinion is
available at http://is.gd/lnkoCZfrom Leagle.com.

Meunghee Joung filed a voluntary petition under Chapter 7 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 10-15997) on Dec. 2,
2010.


MGM RESORTS: Eleven Directors Elected at Annual Meeting
-------------------------------------------------------
MGM Resorts International held its annual meeting of stockholders
on June 14, 2011, at which stockholders voted to:

   (a) elect 11 directors, namely: (1) Robert H. Baldwin, (2)
       William A. Bible, (3) Burton M. Cohen, (4) Willie D. Davis,
      (5) Alexis  M. Herman, (6) Roland Hernandez, (7) Anthony
       Mandekic, (8) Rose McKinney-James, (9) James J. Murren,
      (10) Daniel J. Taylor and (11) Melvin B. Wolzinger;

   (b) approve the ratification of the selection of the
       independent registered public accounting firm for the year
       ending Dec. 31, 2011;

   (c) approve, on an advisory basis, the compensation of the
       Company's named executives as disclosed in the proxy
       statement for the annual meeting;

   (d) hold an advisory stockholder vote on the compensation of
       named executives every year;

   (e) amend and restate the Amended and Restated Certificate of
       Incorporation of the Company to increase the number of
       authorized shares of Common Stock to 1,000,000,000; and

   (f) approve the Company's Amended and Restated Annual
       Performance-Based Incentive Plan for Executive Officers.

The proposal requesting the issuance of a report to stockholders
on the Company's sustainability policies and performance was not
approved.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company's balance sheet at March 31, 2011, showed $18.76
billion in total assets, $15.84 billion in total liabilities and
$2.92 billion in total stockholders' equity.

The Company reported a net loss of $1.44 billion on $6.01 billion
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $1.29 billion on $5.97 billion of revenue during the prior
year.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 18, 2010,
Standard & Poor's Ratings Services revised its rating outlook on
MGM Resorts to stable from developing.  At the same time, S&P
affirmed all of its existing ratings on MGM, including the 'CCC+'
corporate credit rating.

The 'CCC+' corporate credit rating reflects MGM's significant debt
burden, S&P's expectation for meaningful declines in cash flow
generation in 2010, and the company's weak liquidity position.
While MGM maintains a leading presence on the Las Vegas Strip,
2010 will be another challenging year for the Strip, and prospects
for a meaningful rebound in 2011 are uncertain.  The recent
pricing of the primary offering of common stock has bolstered
liquidity; however, the company's ability to weather the current
downturn and continue to service its debt obligations over the
longer term relies on continued progress toward addressing its
challenging debt maturity schedule, as well as a substantial
rebound in cash flow generation.

The TCR also reported that Fitch Ratings revised the Rating
Outlook for MGM Resorts to Positive following the company's equity
issuance.  In addition, Fitch affirmed the Issuer
Default Rating at 'CCC'.  MGM's 'CCC' IDR continues to reflect a
credit profile with substantial credit risk.  MGM's probability of
default still displays a high sensitivity to an uninterrupted
recovery in the Las Vegas market, significant reliance on a
favorable refinancing and capital markets environment due to its
heavy debt maturity schedule, a highly leveraged balance sheet
despite potential debt reduction from the equity issuance, and a
weak near-term free cash profile.  In addition, MGM's obligation
under the CityCenter completion guarantee continues to escalate,
and Fitch believes the company is currently under-investing in its
properties, which will likely impact asset quality.

As reported by the TCR on March 4, 2011, Moody's upgraded MGM
Resorts International's Corporate Family rating to B3 and its
Probability of Default rating to Caa1.  The upgrade reflects signs
of modest improvement in demand trends in Las Vegas, debt
repayment during 2010 from the proceeds of equity issuances, and
completion of a new multi-year financing package for CityCenter
(MGM's 50% owned project on the Las Vegas Strip.)


MILLENNIUM INORGANIC: S&P Affirms CCR at 'B+'; Outlook Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hunt
Valley, Md.-based Millennium Inorganic Chemicals to positive from
stable. At the same time, Standard & Poor's affirmed its ratings
on the company, including the 'B+' corporate credit rating.

"The outlook revision reflects our expectation that improved
operating results could allow the company to enhance credit
metrics in the near term," said Standard & Poor's credit analyst
Seamus Ryan. "We also believe that management and Millennium's
owner [Saudi Arabia-based National Titanium Dioxide Co. Ltd.
(Cristal)] likely will maintain financial policies to sustain
these improved financial measures, which could support modestly
higher ratings."

The ratings on Millennium Inorganic Chemicals reflect the
company's limited focus on cyclical markets subject to commodity
product cycles and its aggressive financial profile, but also
Standard & Poor's expectation that favorable conditions in the
titanium dioxide (TiO2) market will lead to improved financial
measures.

Standard & Poor's expects positive performance to continue into
2012 because of limited TiO2 supply leading to favorable pricing.
"We expect sales revenue growth to come primarily from pricing
gains while production levels are likely to be somewhat restricted
because of tight inventory levels and limited flexibility to
increase production in the near term," Mr. Ryan said.

Millennium has annual sales of roughly $1.5 billion and is the
second-largest global producer of TiO2, with about a 14% market
share. TiO2 is a white pigment that manufacturers use to impart
whiteness, brightness, and opacity in products such as coatings,
plastics, paper, fibers, food, ceramics, and cosmetics.


MILLER HEALTH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Miller Health Care, LLC
        112 Franklin Corner Road
        Lawrenceville, NJ 08648

Bankruptcy Case No.: 11-28615

Chapter 11 Petition Date: June 18, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Scott M. Zauber, Esq.
                  SUBRANNI ZAUBER LLC
                  1624 Pacific Ave
                  P.O. Box 1913
                  Atlantic City, NJ 08404
                  Tel: (609) 347-7000
                  E-mail: szauber@subranni.com

Scheduled Assets: $455,462

Scheduled Debts: $3,139,028

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-28615.pdf

The petition was signed by Thomas Miller, managing member.


MOBILITIE INVESTMENTS: S&P Assigns 'B' CCR; Outlook Is Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Newport Beach, Calif.-based wireless tower
operator Mobilitie Investments II LLC. The outlook is stable.

"We also assigned a 'BB-' issue-level rating and a '1' recovery
rating to the company's $415 million in combined senior secured
credit facilities, including a $245 million term loan, a $145
million delayed-draw term loan, and a $25 million revolving credit
facility," S&P said.

"The ratings on Mobilitie Investments II LLC reflect the company's
highly leveraged financial profile, including expectations for
free operating cash flow (FOCF) deficits," said Standard & Poor's
credit analyst Catherine Cosentino, "and leverage, including our
adjustments for operating leases, approaching 10x as of the end of
2011." "The ratings assume EBITDA growth but also increased debt
from the delayed-draw term loan, and adjusted leverage continuing
to exceed 8x over the next few years. These factors overshadow its
satisfactory business profile as a wireless tower operator with
long-term tenant contracts, predictable cash flows, and attractive
EBITDA margins in excess of 40%."


MPG OFFICE: Six Directors Elected at Annual Meeting
---------------------------------------------------
The 2011 Annual Meeting of Stockholders of MPG Office Trust, Inc.,
was held on June 16, 2011.  Proxies for the meeting were solicited
pursuant to Regulation 14A of the Securities Exchange Act of 1934,
and there was no solicitation in opposition to the recommendations
of the Company's board of directors.  The Stockholders elected six
directors to serve until the 2012 Annual Meeting of Stockholders
and until their respective successors are duly elected and
qualify, namely: (1) Christine N. Garvey, (2) Michael J.
Gillfillan, (3) Joseph P. Sullivan, (4) George A. Vandeman, (5)
Paul M. Watson and (6) David L. Weinstein.  The compensation of
certain executives was approved.  The Stockholders approved the
proposal to hold an advisory vote on the compensation of certain
executives of the Company every year.  The selection of KPMG LLP
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2011, was ratified.

                      About MPG Office Trust

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

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

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

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


MYD SAMAO: Court Converts Case to Chapter 7 Liquidation
-------------------------------------------------------
Fili Sagapolutele at Samoa News reports that the federal
bankruptcy court in south Florida has granted a motion by Pacific
Princess Partnership, Ltd., to convert the MYD Samoa Inc. Chapter
11 Bankruptcy to reorganize its debts to a Chapter 7 liquidation.

According to the report, the purse seiner Pacific Princess is
one of MYD's creditors. Its' owner filed a motion in the south
Florida Bankruptcy Court on May 6, 2011 alleging MYD "insiders"
orchestrated a "fraudulent scheme" to profit from a $1 million
disaster relief loan from the U.S. Small Business Administration
following "the tsunami that struck Pago ago Harbor in September of
2009".

The Company argued that neither the court, nor the creditors of
the estate have heard the truth about how these funds were
actually used, the report says.

The Pacific Princess' motion and supporting Exhibits show the
paper trail created by MYD principals who transferred the SBA
$1 million loan from MYD to a newly formed company for "purported
equipment" and "purported labor costs" which was then transferred
to "insiders" accounts.

U.S. Bankruptcy Court Judge Raymond B. Ray also ordered the U.S.
Trustee's Office to appoint a Chapter 7 trustee, who shall take
into possession all records and property of the MYD estate from
the Chapter 11 trustee, Deborah Menotte, who was ordered to
provide a complete list of all unpaid MYD debts.  MYD is also
ordered to provide within two weeks, statements and other
information to all parties involved.

The report says MYD's failure to comply with provisions of Ray's
order may result in dismissal of the case without further hearing
or notice.

Based in Fort Lauderdale, Florida, MYD Samoa, Inc., filed for
Chapter 11 bankruptcy protection on May 26, 2011 (Bankr. S.D. Fla.
Case No. 10-24546).   John A. Moffa, Esq., represents the Debtor.
The Debtor estimated assets of less than $50,000, and debts of
between $1 million and $10 million.


NEAL-WILLIAMS, INC.: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Neal-Williams, Inc.
          dba Beauregards
        3322 S. Memorial Parkway, Suite 524
        Huntsville, Al 35801

Bankruptcy Case No.: 11-82112

Chapter 11 Petition Date: June 16, 2011

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Avenue W., Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: kheard@heardlaw.com

Scheduled Assets: $190,567

Scheduled Debts: $1,219,349

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/alnb11-82112.pdf

The petition was signed by Richard Riccio, president.


NEW STREAM: With Plan 'Sidelined,' Seeks More Exclusivity
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New Stream Capital LLC filed papers last week seeking
an extension until Nov. 8 of the exclusive right to propose a
Chapter 11 plan.  In the exclusivity motion, to be decided in
bankruptcy court on July 14, New Stream said the prepackaged plan
filed with the Chapter 11 petition in March has been "indefinitely
sidelined" as the result of disagreements among creditors over the
"priority and extent of liens."

Mr. Rochelle recounts that New Stream said upon entering Chapter
11 that the plan had been accepted by the required majorities of
creditors.  Facing opposition from the official creditors'
committee and a group that invested $90 million in New Stream's
U.S. and Cayman Island funds, New Stream previously agreed not to
go ahead with approval of the plan at an April confirmation
hearing.  The objecting investors filed involuntary Chapter 11
petitions against three New Stream funds not among those who filed
the prepackaged petitions.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut. Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors. The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000. NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000. NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million. NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan. The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974. NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NORTEL NETWORKS: Mediator to Decide on Division of Proceeds
-----------------------------------------------------------
Nortel Networks Corporation disclosed that the Ontario Superior
Court of Justice and the U.S. Bankruptcy Court for the District of
Delaware have directed Nortel, Nortel Networks Limited and its
other Canadian subsidiaries that filed for creditor protection
under the Companies' Creditors Arrangement Act, the Nortel U.S.
entities that filed for similar protection under Chapter 11 of the
U.S. Bankruptcy Code, the Nortel entities under administration in
the U.K. and certain other EMEA jurisdictions, as well as certain
other parties, to participate in a joint mediation of the issues
raised in the motions heard by the two courts on June 7, 2011.
The Canadian Court and U.S. Court together will appoint a sole
mediator by supplemental order.  The directions also provide that
the mediator shall determine the time, date, place and protocol of
the mediation. If the parties agree, the mediator will have
expanded authority to conduct an arbitration in respect of this
matter.

The directions were made pursuant to motions filed in the Canadian
Court and U.S. Court that had sought orders establishing an
allocation protocol regarding the allocation of sale proceeds from
the sales of Nortel's businesses and patent portfolio.  The
motions were heard at a joint hearing of the Canadian Court and
U.S. Court on June 7, 2011 and the decisions of both courts are
currently under reserve.  While the decisions are pending, the
Canadian Court and U.S. Court concluded to direct the parties to
mediation, as set out above, to attempt to progress these matters
to ultimate resolution.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in calling for the mediator on June 17, U.S.
Bankruptcy Judge Kevin Gross said there is a possibility of
inconsistent rulings by the U.S. and Canadian courts and the
chance that appeals in either country could delay the distribution
of assets.  Judge Gross also said that the parties could decide
that the mediator be given powers of an arbitrator to make
decisions binding on everyone.  Judge Gross said the mediator
would be named this week.

Nortel will auction a portfolio of 6,000 patents on June 27,
with the opening bid of $900 million coming from Google Inc.
Most of the other assets have been sold already, generating about
$3 billion.

                     About Nortel Networks

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

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

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

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

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

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

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


NORTHERN BERKSHIRE: Fitch Downgrades Revenue Bonds to 'D'
---------------------------------------------------------
Fitch Downgrades Northern Berkshire Health Systems, MA's Revenue
Bonds to 'D'
Fitch Ratings-New York-17 June 2011:

Fitch Ratings has downgraded these bonds to 'D' from 'CC':

   -- $26,700,000 Massachusetts Health and Educational Facilities
      Authority (Northern Berkshire Health Systems; NBHS) revenue
      bonds, series 2004A&B.

According to NBHS management, the organization filed for Chapter
11 bankruptcy protection on Monday, June 13, 2011. The 'D' rating
indicates that the borrower has initiated such proceedings. Fitch
will monitor the situation and take further rating action as
appropriate.


NORTHERN BERKSHIRE: S&P Cuts Bond Rating to 'D' on Ch. 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'D' from 'CCC' on the $26 million series 2004A and 2004B bonds
issued for Northern Berkshire Healthcare and the $3.2 million
series 1996C bonds issued for North Adams Regional Hospital by the
Massachusetts Development Finance Agency. The outlook is not
meaningful.

The 'D' rating reflects NBH's chapter 11 filing for bankruptcy
protection on June 14, 2011. The obligated group has not made
monthly principal and interest payments to the trustee since
November 2010. The Jan. 1, 2011, payment to bondholders was made
and although there may be sufficient funds in the debt service
reserve funds to pay principal and interest payments due July 1,
2011, management indicates that the payment is not likely to be
made. The obligated group's audit for the year ended Sept. 30,
2010, has not been released.

Securing the bonds is a gross revenue pledge of the obligated
group, which includes the parent (NBH), NARH, visiting nurse and
hospice services, and a realty corporation. There is also a
mortgage on NARH.


NOVA CHEMICALS: Moody's Raises Corporate Family Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service raised NOVA Chemicals Corporation's
Corporate Family Rating to Ba1 from Ba3 reflecting the expectation
for stronger financial performance over the next several years
from the sustained advantage provided by lower cost feedstocks in
North America. The upgrade also considers stronger support from
NOVA's parent, International Petroleum Investment Company (IPIC,
rated Aa3), which is a wholly owned by the Government of the
Emirate of Abu Dhabi (rated Aa2). The outlook is stable.

Moody's also raised NOVA's unsecured debt ratings to Ba2 from B1
and affirmed its SGL-2 Speculative Grade Liquidity.

"NOVA financial performance improved dramatically in 2011 as the
benefit from lower cost feedstocks and international demand for
polyethylene increased significantly," stated John Rogers Senior
Vice President at Moody's, "we expect that NOVA will continue to
benefit from lower cost feedstocks over the next several years."

RATINGS RATIONALE

NOVA's Ba1 Corporate Family Rating reflects its stand-alone credit
profile of Ba3 and the assumption of support from IPIC, which
provides two notches of rating uplift. NOVA's stand-alone credit
profile reflects its very strong financial metrics, which are
offset to a large degree by its limited operational, geographic
and product diversity, as well as the inherent volatility in
global petrochemical prices. Financial performance will likely
remain elevated due to strong international demand and relatively
low feedstock prices in North America. NOVA has announced several
projects that should greatly improve the availability of
feedstocks to its Joffre site, and greatly improve the
competitiveness of the feedstocks available to its Corunna
facility. The additional feedstocks should allow NOVA to operate
its Joffre facility at or above its nameplate capacity and allow
it to expand the production of polyethylene at that site by 2013.

Moody's does not consider NOVA to be a Government Related Issuer
(GRI) as it is key to the investment strategy of IPIC but not
necessarily a strategic holding of the Government of Abu Dhabi.
The two notch uplift captures the recently increased board
presence by IPIC and that cash generated by NOVA will likely be
used to fund investments in its existing facilities or participate
in international projects sponsored by IPIC or its affiliates. In
January 2011, His Excellency Khadem Al Qubaisi, Managing Director
of IPIC was appointed chairman of NOVA replacing Gerhard Roiss,
Managing Director OMV Refining & Marketing Gmbh (a company in
which IPIC has a minority interest).

North American feedstock prices are likely to continue to have a
positive impact on NOVA's financial performance over the next
several years, as North American exploration and production (E&P)
companies focus their drilling on wet shale gas and midstream
companies build more pipelines and fractionation capacity. Moody's
expects the price of ethane relative to natural gas prices to
decline over the next two years as this new fractionation capacity
is brought online and pipeline projects are completed. Ethane
currently trades at a significant premium (>150%) to natural gas,
but is roughly half the cost of naphtha (the primary feedstock
used in Europe and Asia, which is derived from crude oil). This
feedstock advantage is expected to allow NOVA to maintain strong
margins and generate elevated levels of free cash flow over the
next several years.

The stable outlook reflects the expectation that financial
performance will remain very strong especially in 2012 with the
likely repayment of a $400 million debt maturity (Debt/EBITDA of
roughly 2.0x in 2012). Once NOVA's new feedstock pipelines are in
place and the level of profitability based on these new supply
agreement is visible, especially at Corunna, Moody's could
reassess the appropriateness of a higher rating.

NOVA's SGL-2 Speculative Grade Liquidity Rating reflects an
elevated cash balance ($382 million as of March 31, 201), the
expectation of significant free cash flow over the next four
quarters (>$300 million), substantial utilization of its accounts
receivable programs and minimal use of its secured and unsecured
revolvers. The SGL rating also incorporates the $400 million bond
maturity in January 2012, the expiration of its accounts
receivable securitizations in February 2012 (which will likely be
renewed) and expiration of $30 million of its unsecured revolver
capacity in September 2011.

Ratings upgraded:

   NOVA Chemicals Corporation

   -- Corporate family rating to Ba1 from Ba3

   -- Probability of default to Ba1 from Ba3

   -- Unsecured notes to Ba2, LGD4/64% from B1, LGD4/60%

Ratings affirmed:

   NOVA Chemicals Corporation

   -- Speculative Grade Liquidity Rating at SGL-2

The principal methodology used in rating Nova Chemicals
Corporation (NOVA) was the Global Chemical Industry Methodology,
published December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA, published June 2009.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada,
is a leading producer of ethylene and polyethylene. NOVA reported
revenues of $5.5 billion for the last twelve months ended March
31, 2011.

IPIC is wholly owned by the Government of the Emirate of Abu
Dhabi. Its mandate is to invest in the hydrocarbon sector outside
the Emirate of Abu Dhabi and is rated Aa3 by Moody's.


OLSEN AGRICULTURAL: Hires Greene & Markley as Bankr. Counsel
------------------------------------------------------------
Olsen Agricultural Enterprises LLC asks the Bankruptcy Court to
approve its employment of Greene & Markley, P.C., as legal
counsel.

G&M rendered prepetition services to Olsen Agricultural Company,
Inc., the Debtor's predecessor, beginning March 31, 2011.

The Debtor proposes to pay the firm on an hourly basis.  The
current hourly rates for those persons presently designated to
work on the Debtor's case are:

                                                  Hourly
         Name                  Status             Rate
         ----                  ------             ------
         David A. Foraker      Principal            $450
         Conde T. Cox          Of Counsel Attorney  $395
         Sanford R. Landress   Principal            $305
         Donald H. Grim        Associate Attorney   $225
         Corri Larsen          Legal Assistant      $160

Mr. Foraker attests that G&M is a disinterested person within the
meaning of section 101(14) of the Bankruptcy Code and does not
represent or hold any interest adverse to the interests of the
estate or of any class of creditors or equity security holders.

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor listed $10 million to $50 million in
assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


OLSEN AGRICULTURAL: Taps Hamstreet & Assoc. as Financial Advisor
----------------------------------------------------------------
Olsen Agricultural Enterprises LLC requires the services of a
restructuring consultant and financial advisor in its Chapter 11
case.  In this regard, the Debtor asks the Bankruptcy Court to
approve its hiring of Clyde A. Hamstreet & Associates, LLC.

The firm may be reached at:

          HAMSTREET & ASSOCIATES
          One SW Columbia Street, Suite 1000
          Portland, OR 97258
          Tel: (503) 223-6222
          Fax: (503) 546-6579
          E-mail: info@hamstreet.net

Hamstreet rendered prepetition services to Olsen Agricultural
Company, Inc., the Debtor's predecessor, beginning April 23, 2011.

Hamstreet consultants are regularly associated with Hamstreet
under an independent contractor agreement that provides for a
sharing between Hamstreet and the consultant of fees paid to
Hamstreet by Hamstreet clients for the services performed by the
consultant.  Hamstreet believes that these arrangements are
permissible under Section 504(b)(1) of the Bankruptcy Code.

The Debtor proposes to pay Hamstreet pursuant to its hourly rates.
The current hourly rates for those persons presently designated to
work on the Debtor's case are:

                                                  Hourly
         Name                  Status             Rate
         ----                  ------             ------
         Clyde A. Hamstreet    Principal            $500
         Shirley Dunn          Consultant           $360
         Gary Lawrence         Consultant           $310
         Hannah Schmidt        Consultant           $230
         Kathy Million         Paraprofessional     $100

On April 25, 2011, OAC paid to Hamstreet a $40,000 retainer
deposit.  Hamstreet has billed OAC $127,515.98 for services and
related costs and expenses through May 31, 2011. OAC made payments
to Hamstreet for services on May 6, 2011, in the amount of
$1,008.00, on May 12, 2011, in the amount of $32,733.70, on May
19, 2011, in the amount of $40,000.00, on May 25, 2011 in the
amount of $18,029.57, and on May 27, 2011, in the amount of
$15,000.  On May 31, 2011, Hamstreet applied the amount of
$16,988.71 from the retainer deposit in payment of services
rendered through May 30, 2011, and on June 1, 2011, Hamstreet
applied the amount of $3,756.00 from the retainer deposit in
payment of services rendered on May 31, 2011.  The unapplied
balance of the retainer, which is held in Hamstreet's trust
account, is $19,255.29.

To the best knowledge of the Debtor, Hamstreet is a disinterested
person within the meaning of section 101(14) of the Bankruptcy
Code and does not represent or hold any interest adverse to the
interests of the estate or of any class of creditors or equity
security holders.

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Greene & Markley, P.C., acts
as the Debtor's bankruptcy counsel.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor listed $10 million to $50 million in
assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


OLSEN AGRICULTURAL: U.S. Trustee Appoints Creditors Committee
-------------------------------------------------------------
Robert D. Miller, Jr., the United States Trustee for Region 18 in
Eugene, Oregon, named four members to the official committee of
unsecured creditors in the bankruptcy case of Olsen Agricultural
Enterprises LLC:

     (1) Kevin Chambers
         Oregon Vineyard Supply Co.
         2700 St. Joseph Rd.
         McMinnville, OR 97128
         Tel: 503-435-2700
         Fax: 503-474-0476
         E-mail: kevin@ovs.com

     (2) Howard Pope
         ORCO, Inc.
         12680 S Pacific Hwy
         Monmouth, OR 97361
         Tel: 503-838-2605
         Fax: 503-838-2991

     (3) Travis Hill
         Silver Dome Farms
         7091 NW Springhill Dr.
         Albany, OR 97321
         Tel: 541-928-8754
         Fax: 541-928-8754
         E-mail: ehill@proaxis.com

     (4) John Ralston
         HSR Master Planning and Architecture, LLC
         838 NW Bond Street, Suite 2
         Bend, OR 97701
         Tel: 541-389-3904
         Fax: 541-383-0725
         E-mail: johnr@phoenixbend.com

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Greene & Markley, P.C., acts
as the Debtor's bankruptcy counsel.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

In its petition, the Debtor listed $10 million to $50 million in
assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


OLSEN AGRICULTURAL: Sec. 341 Creditors' Meeting Set for July 6
--------------------------------------------------------------
The United States Trustee for Region 18 will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case
of Olsen Agricultural Enterprises LLC on July 6, 2011, at 10:30
a.m. at USTE1, US Trustee's Office, in Eugene, 405 E 8th, Rm 1900.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.  All
creditors are invited, but not required, to attend.  This Meeting
of Creditors offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible office of the Debtor under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

Proofs of claim are due in the case by Oct. 4, 2011.

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Greene & Markley, P.C., acts
as the Debtor's bankruptcy counsel.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

In its petition, the Debtor listed $10 million to $50 million in
assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


ONE PELICAN: Ch. 11 Filing Stops Foreclosure
--------------------------------------------
Jeff Collins at the Orange County Register reports that One
Pelican Hill Road North LP, owner of the Newport Coast mega-
mansion, filed for Chapter 11 bankruptcy to halt a foreclosure
sale that had been scheduled for June 20.

According to the report, the filing lists Corey Gulbranson as the
new manager.  Villa del Lago currently has the highest asking
price of any residential property on the Orange County housing
market.  The 12.5-acre hillside property, once valued as high as
$87 million, features a 17,000-square-foot, three-story mansion, a
private lake, tennis court, vineyard and horse stables.

The report says the Pelican Hill partnership defaulted on a $21.6
million construction loan in July, seven months after lender
OneWest Bank cut off funding, creating a cash crunch. McMonigle
said also that investors did not answer cash calls, contributing
to the property's financial difficulties.

OneWest began foreclosure proceedings, and a sale had been
scheduled for later this month. T he bankruptcy automatically puts
the foreclosure on hold, notes Mr. Collins.

Attorney Mark Winthrop said bankruptcy was filed to stop the
foreclosure and implement a marketing program and sales process.
"We're looking for a buyer," Winthrop said.  Owners are seeking
"to sell the property on an orderly basis, not to have it
foreclosed out."

Mr. Collins relates that the bankruptcy filing indicates that the
partnership has 299 or more creditors and lists both debts and
assets in the $10 million to $50 million range.  The list of its
20 largest creditors with unsecured claims includes at least a
dozen subcontractors with total claims ranging between $570,000 to
$900,000.

In addition, public records show that the partnership has four
other loans against the property bring the total mortgage debt to
$29.2 million.  Mr. Winthrop said that some of those loans were
made by the property's investors.

The case is the third bankruptcy case to arise from luxury home
salesman John McMonigle's financial meltdown.

Based in Costa Mesa, California, One Pelican Hill Road North LP
aka Villa del Lago filed for Chapter 11 bankruptcy protection on
June 6, 2011 (Bankr. C.D. Calif. Case No. 11-17998).  Judge Robert
N. Kwan presides over the case.  Marc J. Winthrop, Esq.,
represents the Debtor.  The Debtor estimated both assets and debts
of between $10 million and $50 million.


PACESETTER FABRICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pacesetter Fabrics, LLC
          dba Pacesetter Off Price
              Pacesetter Garments
        5500 Union Pacific Avenue
        City of Commerce, CA 90022

Bankruptcy Case No.: 11-36330

Chapter 11 Petition Date: June 17, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Brian L. Davidoff, Esq.
                  RUTTER HOBBS & DAVIDOFF INCORPORATED
                  1901 Avenue Of The Stars, Suite 1700
                  Century City, CA 90067
                  Tel: (310) 286-1700
                  Fax: (310) 286-1728
                  E-mail: bdavidoff@rutterhobbs.com

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

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

The petition was signed by Ramin Namvar, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Starpoint Properties LLC           --                   $8,680,443
450 No. Roxbury Drive, Suite 1050
Beverly Hills, CA 90210

Triad International Corp.          --                     $868,157
Room 906, No. 289
Sung Kiang Road
Taipei (104) Taiwan R.O.C.

Trifish                            --                     $817,195
12121 Wilshire Boulevard, Suite 601
Los Angeles, CA 90025

Cosmos Textile Co. Ltd.            --                     $402,904
Room 201, Tower 29 Xujiahui Garden
No. 255 Wangping Road (So)

Curesh Ddallazadeh                 --                     $250,000
1659 Wellesly Avenue
Los Angeles, CA 90025

Keyvan Amirianfar                  --                     $210,901

Ramin Namvar                       --                     $206,528

Tianjin Freezone K-Link Int'l      --                     $192,893

Sinostar Textile Co. Ltd.          --                     $181,352

Zhejiang Yuehong Holding Group Ltd.--                     $181,352

Al Dorn                            --                     $179,300

Cowell, Inc.                       --                      $87,460

Solex Logistics, Inc.              --                      $70,621

New Age Textile Co.                --                      $60,251

Jinzhicai Textile Co., Ltd.        --                      $56,653

Hamburg, Karic, Edwards & Martin   --                      $47,073

Matrix International Textiles      --                      $41,585

Prologis California I LLC          --                      $40,664

FTC Commercial Corp.               --                      $38,942

Agio/Jahn Tex Co., Ltd.            --                      $34,349


PAPERWORKS INDUSTRIES: S&P Withdraws 'B' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary 'B'
corporate credit rating on Philadelphia, Pa.-based PaperWorks
Industries Holding Corp. at the issuer's request. Standard &
Poor's concurrently withdrew its preliminary 'B+' issue
rating and preliminary '2' recovery rating on subsidiary
PaperWorks Industries Inc.'s previously proposed $250 million
senior secured credit facilities. The company did not pursue the
financing that was the basis for the assignment of preliminary
ratings on April 12, 2011.


PEACHTREE INNS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Peachtree Inns, LC
        220 Ponte Vedra Park Drive, Suite 140
        Ponte Vedra Beach, FL 32082

Bankruptcy Case No.: 11-04507

Chapter 11 Petition Date: June 17, 2011

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

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

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

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

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

The petition was signed by Anil D. Patel, manager of Adcore, LLC,
Debtor's managing member.


PEGASUS RURAL: Xanadoo Units Have OK for $1.6-Mil. Parent Loan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that five affiliates of Xanadoo Co. were given interim
authority to borrow $1.6 million from the parent.  The final
hearing on the loan is set for Sept. 8.  The bankruptcy filing in
Delaware was the result of an inability to restructure $52 million
in secured notes owing to Beach Point Capital Management LP that
matured in May.

                       About Pegasus Rural

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10 in Delaware.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Jonathan M. Stemerman, Esq., Neil Raymond Lapinski, Esq., and
Rafael Xavier Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq.,
at Elliott Greenleaf, in Wilmington, Delaware, serve as counsel to
the Debtor.  Epiq Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PHILADELPHIA RITTENHOUSE: Court Names Carl Dranoff as Receiver
--------------------------------------------------------------
Alan J. Heavens at Philly.com's Inquirer Real Estate reports that
a Common Pleas Court judge appointed developer Carl Dranoff
receiver for 10 Rittenhouse Square, the multimillion-dollar high-
rise condo building at 130 S. 18th St. in the first of two steps
sought last year by the project's senior lender but delayed by an
abortive Chapter 11 bankruptcy filing.

According to the report, the lender, Istar Financial of New York,
had sued Sept. 10 to foreclose on the 33-story, 143-unit building
and asked for appointment of a receiver, who works for the court,
to maintain 10 Rittenhouse's residential and commercial spaces,
complete and sell its many unfinished units -- ranging in price
from $600,000 to $15 million -- and operate its condo association.

                About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
10-31201) on Dec. 30, 2010.  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.

The U.S. Trustee appointed three members to the official committee
of unsecured creditors in the case.

In May 2011, Bankruptcy Judge Stephen Raslavich dismissed the
Chapter 11 case of Philadelphia Rittenhouse Developer, at the
behest of the Debtor's mortgagee, iStar Tara LLC.  iStar sought
dismissal of the Chapter 11 case for cause, including a lack of
good faith, or, in the alternative, relief from the automatic
stay.


PITTSBURGH ACQUISITION: Moody's Assigns B1 CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to PRIMEDIA, Inc.'s
proposed $315 million senior secured credit facilities. This debt
is intended to be used to help facilitate the leveraged buyout of
PRIMEDIA by affiliates of private equity firm TPG Capital and
refinance existing bank debt. Moody's also assigned a B1 Corporate
Family Rating and B2 Probability of Default Rating. The existing
ratings, including the B1 rating on the company's existing senior
secured credit facilities, are expected to be withdrawn upon
closing of the proposed transaction. The rating outlook is stable.

On May 16, 2011, PRIMEDIA entered into a definitive agreement to
be acquired by TPG for $7.10/share or about $525 million. The
transaction has been approved unanimously by the company's board
of directors and, as approximately 58% of outstanding shares have
executed a written consent approving the transaction, no
additional shareholder action is required. Total transaction
consideration for the leveraged buyout, including fees and
expenses, is expected to be funded with approximately $300 million
of equity from TPG and a $275 million first lien senior secured
term loan. The bank credit facility is also expected to include a
$40 million first lien senior secured revolving credit facility,
which Moody's expects will be undrawn at closing. The transaction
is not subject to a financing contingency. Pittsburgh Acquisition,
Inc. is an acquisition vehicle intended to facilitate the purchase
of PRIMEDIA Inc. by TPG and will be merged into PRIMEDIA to
complete the acquisition. PRIMEDIA will be the surviving entity
and borrower under the proposed credit facilities following the
closing of the transaction.

The transaction will result in an increase in debt and higher
interest rates as compared to the current capital structure.
However, Moody's expects the elimination of the company's
quarterly cash dividend to more than offset the increase in
interest expense relative to PRIMEDIA's current bank credit
facility and slightly improves cash flow generation capability.
Moody's estimates initial annual savings of $5 million. Moody's
expects the transaction to cause interest coverage to decline to
and remain in the 4 times range as compared to the mid-5 times
range (LTM 3/31/2011). Moody's also anticipates that leverage will
rise to the mid-4 times Debt/EBITDA range at closing
(incorporating Moody's standard analytical adjustments, including
operating leases) from the mid 3 times range, but Moody's expects
the company to reduce leverage return towards 4 times over the
next two years as margin improvement continues to offset revenue
declines associated with a transitioning business model and the
company applies a portion of its free cash flow towards debt
reduction.

The assigned ratings are subject to final terms and conditions and
documentation of the proposed transaction and the financing.

Assignments:

   Issuer: Pittsburgh Acquisition Inc.

   -- Corporate Family Rating, Assigned B1

   -- Probability of Default Rating, Assigned B2

   -- $40 million Senior Secured Revolving Credit Facility,
      Assigned B1 LGD3 31%

   -- $275 million Senior Secured Term Loan B, Assigned B1 LGD3
      31%

   -- Rating Outlook, Stable

RATINGS RATIONALE

The B1 CFR reflects small scale, concentration of earnings and
cash flow in a single business line, exposure to cyclical
apartment rental and housing markets, and moderate financial risk.
The CFR also reflects the company's moderately high debt leverage,
and free cash flow generation. The apartment rental listing
business accounted for approximately 92% of advertising revenue
and 82% of total revenue in 2010, which Moody's expects will rise
as the company increasingly embraces third-party distribution of
print directories. The CFR is supported by PRIMEDIA's strong
competitive position in the apartment rental listing business,
well-diversified national presence, and several brands aimed at
different market niches.

The stable rating outlook incorporates Moody's expectation that
PRIMEDIA will generate positive free cash flow and maintain a good
liquidity position to support its ongoing operations and
transition towards a digital business model. Moody's expects
modestly improving operating conditions and improving
profitability which likely will reduce leverage towards 4.0x
Debt/EBITDA by the end of 2012.

Downward rating pressure could result from deterioration in the
underlying business conditions or competitive landscape of the
apartment rental listing business, cash distributions to
shareholders, or debt-financed acquisitions such that leverage is
expected to rise above 4.5x Debt/EBITDA. Deterioration in
liquidity or an expectation that the company will have difficulty
refinancing its debt maturities starting in 2016 could also have
negative rating implications.

Upward rating momentum is unlikely over the near-term due to event
risk associated with private equity ownership, uncertainty around
the intermediate-term competitive landscape of the apartment
listing business as the industry moves towards a more heavily
digital environment, and a lack of scale and business diversity.
However, Moody's could consider a positive action with
expectations for healthier conditions in the apartment rental and
housing markets, progress towards completing business transitions,
demonstrated commitment to sustain leverage comfortably below
3.5x, and free cash flow well in excess of 10% of debt.

Headquartered in Norcross, Georgia, PRIMEDIA Inc. is a provider of
advertising-supported consumer guides covering the apartment
leasing and new homes sector. In addition, the company's
distribution business (DistribuTech) provides display space to
publishers of consumer guides. PRIMEDIA generated approximately
$230 million of revenue in 2010.

PRIMEDIA Inc. 's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside PRIMEDIA Inc.'s core
industry and believes PRIMEDIA Inc.'s ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.


PLATINUM PROPERTIES: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Platinum Properties LLC filed with the U.S. Bankruptcy Court for
the Southern District of Indiana, its schedules of assets and
liabilities, disclosing:

Name of Schedule              Assets            Liabilities
----------------              ------            -----------
A. Real Property            $14,562,613
B. Personal Property            $62,109
C. Property Claimed as
   Exempt
D. Creditors Holding                             $38,356,065
   Secured Claims
E. Creditors Holding                                $112,531
   Unsecured Priority
   Claims
F. Creditors Holding                            $143,522,364
   Unsecured Non-priority
   Claims
                            -----------        -------------
              TOTAL         $14,624,722         $181,990,960

             About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Platinum Properties estimated assets of up to $50 million
and liabilities of $100 million to $500 million.  Lawyers at Baker
& Daniels serve as the Debtors' bankruptcy counsel.


PLATINUM PROPERTIES: Court Approves Baker & Daniels as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Platinum Properties LLC and PPV LLC to employ Baker &
Daniels LLP as bankruptcy counsel.

The Debtors proposes to pay Baker & Daniels on an hourly fee
basis.  Baker & Daniels who will represent the Debtors and their
current standard hourly rates are:

          * Jay Jaffe, $525.00 per hour;
          * Shiv G. O'Neill, $355.00 per hour;
          * Jennifer A. Pearcy, $295.00 per hour;
          * Kayla D. Britton, $195.00 per hour; and
          * Sarah B. Herendeen, $210.00 per hour

Prior to the Petition Date, Baker & Daniels received a $100,000
retainer for services to be rendered in connection with the
bankruptcy cases. The Retainer was applied to prepetition amounts
due to Baker & Daniels prior to the filing of the Chapter 11
Cases.  Baker & Daniels no longer holds a retainer.

Mr. Jaffe, a partner at the firm, attests that Baker & Daniels has
no connection with the creditors or other parties-in-interest or
their respective attorneys that would prevent Baker & Daniels from
representing the Debtors.  Baker & Daniels does not hold or
represent any interest adverse to the Debtors' estates.  Baker &
Daniels is a disinterested person as that term is defined in the
Bankruptcy Code.


PLATINUM PROPERTIES: U.S. Trustee Unable to Form Committee
----------------------------------------------------------
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Platinum Properties, LLC
have expressed interest in serving on a committee.

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

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Platinum Properties estimated assets of up to $50 million
and liabilities of $100 million to $500 million.  Lawyers at Baker
& Daniels serve as the Debtors' bankruptcy counsel.


POINT BLANK: Needs Additional Time to Negotiate Exit Strategy
-------------------------------------------------------------
Point Blank Solutions, Inc., et al., in their fourth motion, ask
the U.S. Bankruptcy Court for the District of Delaware to extend
their exclusive periods to file and solicit acceptances for the
proposed chapter 11 plan until Oct. 14, 2011, and Aug. 9,
respectively.

The Debtors relate that they need more time to discuss with the
key constituents in the cases regarding an appropriate exit
strategy.  All alternatives are being considered.

The Court will consider at a June 29 hearing, the Debtors' motion
for their exclusivity extension.  Objections, if any, are due June
22.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy
counsel to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky
LLP serves as corporate counsel.  T. Scott Avila of CRG Partners
Group LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, Baker & McKenzie LLP, and The Bayard, P.A., as its
counsel.  Bifferato LLC serves as Delaware counsel for the Equity
Security Holders.  Robert M. Hirsh, Esq., and Heike M. Vogel,
Esq., at Arent Fox LLP, serve as counsel to the Creditors
Committee, and Frederick B. Rosner, Esq., and Brian L. Arban,
Esq., at Messana Rosner & Stern LLP, serve as co-counsel.


PRIMUS TELECOMS: Moody's Assigns '(P)B3' Rating to New Notes
------------------------------------------------------------
Moody's has assigned provisional (P) B3 ratings to Primus
Telecommunications Group, Incorporated's proposed 10% senior
secured notes due 2017. The new notes are offered in an exchange
for the company's existing $130 million 13% senior secured notes
due 2016, and $90 million 14.25% senior subordinated notes due
2013. The offering will be conditioned on a minimum of 66-2/3% of
the 2016 notes, and 75% of the 2013 notes to be tendered in the
exchange, with the covenants and collateral to be stripped away
from the 2016 notes. In this case, Primus will issue $200 million
of new 2017 notes, and $40 million of existing 2013 notes will
remain in the capital structure as senior unsecured notes. If all
holders of the existing notes tender, then the company's debt
capitalization will consist of only the $240 million in 10% senior
secured notes due 2017. Moody's says that the 2017 notes will be
rated B3 upon completion of the exchange, with the only variation
being the LGD point estimates, depending on the final exchange.
Moody's also notes that if a portion of the 2016 notes remain
outstanding, they will be rated Caa1 (LGD6-95%). If the Company
exchanges all the existing 2016 notes, the ratings for these notes
will be withdrawn at the conclusion of the exchange offering.

Summary Rating Actions

   Issuer: Primus Telecommunications Group, Inc.

Assignments:

   Senior Secured Notes Due 2017, (P) B3 (LGD4-60%)

Outlook is Stable

The company's Speculative Grade Liquidity Rating remains SGL-3
based on the rating agency's expectation of Primus's deemed
"adequate" liquidity position over the next twelve months, and the
rating outlook remains stable.

RATINGS RATIONALE

Primus' B3 CFR primarily reflects the significant continuing
execution risk from the company's ongoing restructuring,
sustainability of the company's business model amid the
significant competitive and technological challenges inherent to
the telecommunications industry and the uncertainty of whether
revenues from its growth services will rise faster than the
revenue declines in its still significant legacy voice and long
distance businesses, which have been declining materially over the
past four years.

Supporting the rating is the relatively moderate financial
leverage Primus carries following its bankruptcy restructuring in
2009, which Moody's estimates was about 3.4 times adjusted
debt/EBITDA (including Moody's standard adjustments for pensions
and operating leases) for twelve months ending 3/31/2011. Moody's
projects adjusted leverage to decline further to below 3.0x by the
end of 2012. In addition, the proposed debt exchange will further
stabilize the company's capital structure. Over the past two
years, Primus has been free cash flow positive, helped by the
reduced interest expense from the reduced debt and cost
containment.

In addition to reducing debt, Primus has been streamlining its
business model by divesting lower performing segments (such as
retail operations in Europe). The company is also making progress
in repositioning its growth around facilities-based Voice-over-
Internet-Protocol and high speed DSL offerings to small and medium
sized businesses and the residential markets, primarily in
Australia and Canada, along with growing sales around its fiber
network in Australia. Primus' Wholesale business currently
generates about 46% of its revenues, pro forma for the acquisition
of Arbinet. Although wholesale is a low margin business, the
increased scale should allow the company to generate incremental
cash flow through anticipated cost savings of about $6 million,
when fully realized.

While Primus' credit profile has shown improvement through these
efforts, Moody's believes the company plans to increase capital
expenditures to focus on the growth businesses, which may put some
pressure on free cash flow. The company generates the lowest
EBITDA margins among the competitive telecom carriers that Moody's
rates. This necessitates that Primus be extremely vigilant in
maintaining a low cost structure, which may limit the company's
ability to grow if it needs to add capacity to its network or
devote greater spending to marketing and promotional activity.

The SGL-3 liquidity rating reflects Moody's view that pro-forma
for the $240 million exchange offering, Primus will have adequate
liquidity over the next four quarters characterized by good cash
balances and modest free cash flow generation. Notably, the
company does not have an external revolving credit facility as an
additional source of cash. Over the 4-quarter horizon to March 31,
2012 Primus' main source of liquidity is expected to be cash on
hand, which Moody's expects to be approximately $49 million at
quarter ending 6/30/2011 (excluding restricted cash), and
operating cash flows, which Moody's expects to be nearly $70
million per year over the next 2 years. Against this, Primus' main
use of cash will be its likely capital expenditures of roughly 4%
to 5% of sales, to support reinvestment in the company's growth
businesses.

What Could Change the Rating - Up

Upward rating pressure could build if the Company is successful in
restoring its growth trajectory over its facilities-based network,
such that its adjusted EBITDA margins approach 20%, adjusted
Debt/EBITDA leverage is maintained below 3.0x and free cash flow
approaches 10% of debt.

What Could Change the Rating - Down

Moody's will likely lower Primus's corporate family rating if the
company is unable to deliver revenue and EBITDA growth or if its
growth plans consume more cash resources than envisioned, its
adjusted Debt/EBITDA leverage does not fall below 3.5x and free
cash flow burn persists. The rating could also come under pressure
if increasing competition or regulatory changes result in declines
in EBITDA.

The principal methodology used in rating Primus was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


PRODUCTION RESOURCE: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Armonk, N.Y.-based Production Resource Group Inc.
"At the same time, we raised our corporate credit rating on
Production Resource Group LLC to 'B' from 'B-' and removed
the ratings from CreditWatch, where they were placed with positive
implications on April 1, 2011, when the company's refinancing
transaction was announced. We subsequently withdrew the ratings on
Production Resource Group LLC after assigning ratings to parent
Production Resource Group Inc.," S&P said

"In addition, we assigned Production Resource Group Inc.'s new
$400 million senior unsecured notes due 2019 our issue-level
rating of 'B-' (one notch below the company's corporate credit
rating). We also assigned this debt a recovery rating of '5',
indicating our expectation of modest (10% to 30%) recovery for
lenders in the event of a payment default. The company used the
proceeds to refinance its capital structure," S&P said.

The ratings on Production Resource Group Inc. reflect Standard &
Poor's expectation that the company's liquidity will be adequate
for its near-term needs. "PRG's liquidity was limited under its
previous capital structure because its margin of compliance with
financial covenants was tight, particularly because these
covenants stepped down," said Standard & Poor's
credit analyst Tulip Lim. "The company's headroom under the
financial covenants of its new credit agreement is wider."

The company has a new $250 million asset-backed revolver
(unrated), which replaces its nearly fully drawn $70 million
revolving credit facility.

"Our ratings on the company also reflect our expectation that
leverage will remain high, its financial policy will remain
aggressive, and that it will require high capital expenditures for
growth, with cyclical cash flow -- all factors that underpin our
assessment of the financial risk profile as aggressive. Further
rating considerations include our expectation that PRG will
continue to benefit from the economic recovery, and grow as a
result of recent acquisitions. We assess PRG's business risk
profile as weak because the company operates in fragmented and
competitive niche markets," S&P stated.

PRG is a niche market provider of lighting, audio, video, and
scenic equipment and related services for live events and
theatrical productions. These markets are highly fragmented and
competitive. Many of the company's competitors are small,
regionally based companies providing a single service. Barriers to
entry are relatively low, causing pricing pressure. The company is
also exposed to the unpredictable nature of the concert tour
business, economic cyclicality, and short average runs of musicals
and plays.

The rating outlook is stable and reflects S&P's expectation that
liquidity will remain adequate over the near-term.


PROTEONOMIX INC: Hires Bedminster Financial as Investment Banker
----------------------------------------------------------------
Proteonomix, Inc., engaged the services of Bedminster Financial
Group, Ltd., to provide investment banking services for the
Company with a view to finding joint venture partners or strategic
investments into one or more of its subsidiaries in order to
advance the scientific and commercial development of the
subsidiaries and the technologies possessed by the subsidiaries.

Michael Cohen, President of the Company, stated: "Proteonomix
subsidiaries have licensed several technologies, including but not
limited to Thor BioPharma, a subsidiary of Proteonomix, which has
licensed the UMK-121 technology; Proteoderm which has licensed the
cosmeceutical and skin-regeneration technologies as well as
Proteonomix which has cell platform technologies and licenses;
StromaCel, Inc., which has licensed therapeutic technologies for
the treatment of Cardiovascular Disease (CVD).  The Company's goal
is to find the proper suitors to advance and expedite the
advancement of its technologies.  We have begun negotiations with
several companies."

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

At March 31, 2011, the Company's balance sheet showed $3.6 million
in total assets, $6.9 million in total liabilities, and a
stockholders' deficit of $3.3 million.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


QSGI INC: Merged With KruseCom, Set to Emerge from Ch. 11
---------------------------------------------------------
KruseCom, LLC has merged with QSGI, Inc. in accordance with QSGI's
Plan of Reorganization which was approved on February 11, 2011 by
the United States Bankruptcy Court. Previously a private company,
KruseCom contributes its assets and revenues to the merger for the
benefit of QSGI's shareholders and stakeholders.  Under the QSGI
corporate entity, KruseCom and its related business entities will
continue to operate under their current brand names.

Marc Sherman, Managing Member of KruseCom, LLC, and Chairman/CEO
of QSGI, Inc., explained, "We are pleased to announce this first
step towards the renewed QSGI which is set to emerge from
bankruptcy as early as July 8th, 2011.  We have worked tirelessly
to rebuild the value of our business, and we are ready for launch.
We have been through the worst economic times in modern history,
and we are about to turn the corner for our clients and
shareholders. Our organization is very excited about the future
prospects of our new business plan and vision.  We continue to
build and nurture the remarketing, recycling, and data security
businesses, along with launching our new product sales and
maintenance services.  With positive cash flow and no bank debt,
we feel we can continue to grow and build our business while
minimizing risk for shareholders, despite the current economic
environment. The technology refresh cycle has been put on hold in
recent years, and the fact we have survived and are now
flourishing, gives us great confidence in the future."

                       About KruseCom

KruseCom 'Buys, Sells, and Maintains Enterprise I.T.' KruseCom's
portfolio of products and services is designed to help
corporations and government organizations to better manage their
surplus information technology assets.  KruseCom customers benefit
by reducing their maintenance expenses, building best practices
for data security, and assuring regulatory compliance.  Addressing
the entire range of IT platforms -- from mainframes, midrange
servers and PCs, to network infrastructure and enterprise storage
hardware, the services offered by KruseCom are designed to reduce
total cost of ownership for IT assets and maximize the clients'
return on their IT investments.

For enterprise class hardware in data centers, KruseCom offers
hardware maintenance services, refurbished whole systems, parts,
features, upgrades, and add-ons. Additionally, for desktop IT
assets, servers, and SAN products, KruseCom offers a range of end-
of-life services that include: automated asset auditing,
Department of Defense (DOD) level data destruction, documentation
for regulatory compliance, hardware refurbishment, worldwide
remarketing, and proper IT asset recycling.


                         About QSGI Inc.

Palm Beach, Florida-based QSGI, Inc., et al., operated as a
technology services provider, offering a full suite life-cycle for
their corporate and government clients' entire information
technology platform.  The Debtors serviced three separate business
segments: Data Center Maintenance Services; Data Security and
Compliance; and Network Infrastructure Design and Support.  The
Debtors filed for Chapter 11 protection on July 2, 2009 (Bankr.
S.D. Fla. Lead Case No. 09-23658).  Michael A Kaufman, Esq., at
Michael A. Kaufman, P.A., in West Palm Beach, Fla., represents the
Debtors as counsel.

In its schedules, QSGI, Inc., disclosed $8,511,894 in assets and
$11,110,417 in liabilities.

On September 24, 2009, the Bankruptcy Court approved the sale of
substantially all of the assets of the DSC division of QSGI to
Victory Park Capital, and the sale of substantially all assets of
the DCM division of Qualtech Services Group, Inc., to SMS
Maintenance, LLC.  Following the closing of the DSC Sale and the
DCM Sale, the Debtors ceased substantially all business
operations.


R&S ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: R&S Enterprises, Inc.
        1133 B Carter Avenue
        Ashland, KY 41101

Bankruptcy Case No.: 11-10300

Chapter 11 Petition Date: June 17, 2011

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Ashland)

Judge: Joseph M. Scott Jr.

Debtor's Counsel: Dean A. Langdon, Esq.
                  T. Kent Barber, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: dlangdon@dlgfirm.com
                          kbarber@dlgfirm.com

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

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

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kyeb11-10300.pdf

The petition was signed by Kuburatu A. Blunk, president.


REYNOLDS GROUP: Moody's Reviews B2 Ratings for Downgrade
--------------------------------------------------------
Moody's Investors Service placed the B2 corporate family and other
instrument ratings of Reynolds Group Holdings Limited on review
for possible downgrade. Moody's also placed the B2 corporate
family and other instrument ratings of Graham Packaging Company
Inc. under review for possible downgrade.

The review follows Reynold's announcement that it had signed a
definitive merger agreement to acquire Graham for $25.50 a share
and the assumption or refinancing of existing indebtedness and the
subsequent termination of Graham's previous merger agreement with
Silgan Holdings Inc. on June 17, 2011. The deal is expected to
close in the second half of this year and is subject to customary
regulatory approvals and closing conditions. The details of the
financing for the transaction have not been disclosed, but
Reynolds has disclosed that the deal will be financed with debt
and cash on hand and that the company has committed financing.
Reynolds has also not disclosed the value of synergies it expects
to achieve.

Pro forma for the transaction and previous acquisitions and
excluding unrealized synergies, Reynold's debt to EBITDA is well
above 6 times. Unadjusted debt will increase by approximately $4.8
billion, depending upon how much cash the company applies to the
deal, as Reynolds assumes or refinances approximately $2.8 billion
of existing Graham debt and another approximately $2 billion of
debt to help finance the transaction including fees and expense.
As of March 31, 2011, Reynolds had approximately $1.2 billion of
cash and Graham $172 million of cash. Moody's had specified on
September 9, 2010 following the announcement of the debt financing
for Reynold's acquisition of Pactiv that maintenance of around 6
times debt to EBITDA was necessary to avoid a downgrade from B2 .

Currently, Moody's is unable to determine the extent of the
potential downgrade, if any. Moody's review will focus on the
final capital strucutre, credit metrics of the combined entity,
potential synergies, the integration plan, and the plan for
deleveraging.

On Review for Possible Downgrade:

   Issuer: Reynolds Group Holdings Limited

   --  Probability of Default Rating, Placed on Review for
       Possible Downgrade, currently B2

   --  Corporate Family Rating, Placed on Review for Possible
       Downgrade, currently B2

   Issuer: Reynolds Group Holdings Inc.

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently Ba3

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently Ba3

   Issuer: Reynolds Group Issuer Inc.

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Downgrade, currently Ba3

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Downgrade, currently Ba3

   -- Senior Secured Regular Bond/Debenture, Placed on Review for
      Possible Downgrade, currently Ba3

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa1

   Issuer: Pactiv Corporation

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa1

   Issuer: Beverage Packaging Holdings (Lux) II S.A.

   -- Senior Subordinated Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa1

   Issuer: Graham Packaging Company, L.P.

   -- Probability of Default Rating, Placed on Review for
      Possible Downgrade, currently B2

   -- Speculative Grade Liquidity Rating, Placed on Review for
      Possible Downgrade, currently SGL-2

   -- Corporate Family Rating, Placed on Review for Possible
      Downgrade, currently B2

   -- Senior Subordinated Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa1

   -- Senior Secured Bank Credit Facility, Placed on Review for
      Possible Downgrade, currently B1

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      for Possible Downgrade, currently Caa1

Outlook Actions:

   Issuer: Reynolds Group Holdings Limited

   -- Outlook, Changed To Rating Under Review From Negative

   Issuer: Reynolds Group Holdings Inc.

   -- Outlook, Changed To Rating Under Review From Negative

   Issuer: Reynolds Group Issuer Inc.

   -- Outlook, Changed To Rating Under Review From Negative

   Issuer: Beverage Packaging Holdings (Lux) II S.A.

   -- Outlook, Changed To Rating Under Review From Negative

   Issuer: Pactiv Corporation

   -- Outlook, Changed To Rating Under Review From Negative

   Issuer: Graham Packaging Company, L.P.

   -- Outlook, Changed To Rating Under Review From Stable

The principal methodology used in rating Reynolds Group Holdings
Limited and Graham Packaging Company L.P. was the Global Packaging
Manufacturers: Metal, Glass, and Plastic Containers Industry
Methodology, published June 2009. Other methodologies used include
Loss Given Default for Speculative Grade Issuers in the US,
Canada, and EMEA, published June 2009.


ROCK & REPUBLIC: Ex-CEO To Step Back From Wind-Down Process
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Michael Ball, Rock &
Republic Enterprises Inc.'s founder, former chief executive and
current landlord to a space holding much of its assets, has agreed
to refrain from interfering with the company's wind-down, after a
dispute between Ball and the administrator charged with
liquidating the company's remains spilled over into bankruptcy
court.

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.


ROTECH HEALTHCARE: Nelson Obus Discloses 6.6% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Nelson Obus and his affiliates disclosed that they
beneficially own 1,682,427 shares of common stock of representing
6.6% of the shares outstanding.  A full-text copy of the filing is
available for free at http://is.gd/FbtRAi

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$296.20 million in total assets, $66.40 million in total
liabilities, all current, and a $285.40 million total
stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


ROUND TABLE: Taps Davis Wright to Handle Tax Law Matters
--------------------------------------------------------
Round Table Pizza, Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Davis Wright Tremaine LLP as counsel for providing advice and
representation regarding tax law and intellectual property law.

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

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as its auditor and accountant,
Farella Braun + Martel LLP as counsel for the special purpose of
providing non-bankruptcy corporate law and general litigation
services, Littler Mendelson P.C. to advice on employment law
matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real
estate consultant, Snell & Wilmer, LLP to advise and represent the
Debtor in matters related to franchise law, and Hinman &
Carmichael LLP as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


ROUND TABLE: Taps Farella Braun for Non-Bankruptcy Corporate Law
----------------------------------------------------------------
Round Table Pizza, Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Farella Braun + Martel LLP as a counsel for providing non-
bankruptcy corporate law and general litigation services.

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

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant,
Littler Mendelson P.C. to advice on employment law matters,
Huntley, Mullaney, Spargo & Sullivan Inc. as real estate
consultant, Snell & Wilmer, LLP to advise and represent the Debtor
in matters related to franchise law, and Hinman & Carmichael LLP
as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


ROUND TABLE: Taps Snell & Wilmer to Handle Franchise Law Matters
----------------------------------------------------------------
Round Table Pizza, Inc., et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ Snell
& Wilmer, LLP to advise and represent the Debtor in matters
related to franchise law.

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

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant,
Littler Mendelson P.C. to advice on employment law matters,
Huntley, Mullaney, Spargo & Sullivan Inc. as real estate
consultant, and Hinman & Carmichael LLP as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


RYLAND GROUP: Fitch Affirms IDR at 'BB'; Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed its ratings for Ryland Group, Inc.,
including the company's Issuer Default Rating at 'BB'. The Rating
Outlook is Stable.

The ratings and Outlook affirmation reflect the company's strong
liquidity position and modestly stronger prospects for the housing
sector this year. The ratings also reflect Ryland's successful
execution of its business model, its conservative building
practices, focus on entry-level and first-step trade-up customers
(the largest segments of the market), moderate financial policies,
geographic and product line diversity, its capital structure and
the still challenging U.S. housing environment.

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

In recent years the company improved its capital structure,
pursued conservative capitalization policies and positioned itself
to withstand a meaningful, cyclical housing downturn and the weak
housing environment following the market bottom. Ryland's
significant ranking (within the top five or top 10) in most of its
markets, its presale operating strategy and a return on capital
focus provided the framework to soften the impact on margins from
declining market conditions. Acquisitions have not played a part
in Ryland's operating strategy, as management has preferred to
focus on internal growth (expanding its position in existing
markets and occasional greenfield new market entries) during the
expansion phase in the cycle.

Ryland ended the first quarter with $202.2 million of unrestricted
cash and $408.3 million of available for sale marketable
securities. The company terminated its revolving credit facility
during the second quarter of 2009 and subsequently entered into
various letters of credit agreements that are secured by cash
deposits. At March 31, 2011, letters of credit totaling $74.3
million were outstanding under these agreements. Consistent with
Fitch's comment on homebuilders' termination of revolving credit
facilities, in the absence of a revolving credit line, a
consistently higher level of cash and equivalents than was typical
should be maintained on the balance sheet, especially in these
still uncertain times. Ryland last accessed the capital markets
during 2009 and 2010 and used these debt proceeds to redeem some
of its existing debt. As a result, the company has pushed out its
maturities, with no major debt coming due until June 2013 ($186.2
million).

Ryland employs conservative land and construction strategies. The
company only buys entitled land and under normal market conditions
tries to keep an approximately three to four year supply of lots
under control. As of March 31, 2011, 25.8% of its lots were
controlled through options -- a much lower than typical percentage
due to considerable option abandonments and write-offs of recent
years. Owned lots represented 67.5% of the total, while JV lots
accounted for 6.7%. Total lots, including those owned and
controlled through joint ventures, were approximately 24,969 at
March 31, 2011. This represents a 6.3-year supply of total lots
controlled based on trailing 12 months deliveries. Ryland has a
4.3-year supply of owned land.

During the past two years, Ryland has been re-building its land
position and opportunistically acquiring real estate at attractive
prices, supported by its strong liquidity. Ryland currently
expects to spend roughly $300 million on land acquisitions and
$100 million on development expenditures during 2011. The company
spent $253 million for land and $76 million on land development in
2009.

Ryland reported a negative $52.1 million of cash from operations
during the first quarter 2011. During the first quarter of 2010
the company generated cash flow from operations of $17 million,
including a federal tax refund of $100.5 million resulting from
the carryback of Ryland's 2009 operating loss to offset earnings
generated in 2004 and 2005. For the latest 12-month (LTM) period
ended March 31, 2011, the company reported a negative $138.4
million cash flow from operations. However, the company was
consistently cash flow positive from the second quarter of 2008
through the second quarter of 2010. It has reported negative cash
flow from operations each quarter since then.

For all of fiscal 2011, Fitch expects Ryland to be cash flow
negative as the company continues to rebuild its land position.
Negative cash flow is typical in the early stages of a housing
recovery for many of the large public builders. Fitch is
comfortable with this strategy given the company's liquidity
position, well-laddered debt maturity schedule, proven access to
the capital markets and management's demonstrated discipline in
pulling back on land and development spending and improving its
liquidity when the economy and housing contract.

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

Fitch has affirmed these ratings for Ryland with a Stable Outlook:

   -- IDR at 'BB';

   -- Senior unsecured debt at 'BB'.


S & B PREMIER: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S & B Premier Investments, LLC
        3701 Royal Meadow Road
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 11-17408

Chapter 11 Petition Date: June 16, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Raymond H. Aver, Esq.
                  LAW OFFICES OF RAYMOND H. AVER APC
                  1950 Sawtelle Boulevard, Suite 328
                  Los Angeles, CA 90025
                  Tel: (310) 473-3511
                  Fax: (310) 473-3512
                  E-mail: ray@averlaw.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-17408.pdf

The petition was signed by Sharareh, Shafaee, manager.


SB PARTNERS: Incurs $623,100 Net Loss in 2010
---------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
its Annual Report on Form 10-K reporting a net loss of $623,117 on
$2.61 million of total revenues for the year ended Dec. 31, 2010,
compared with a net loss of $23.60 million on $2.58 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed $30.60
million in total assets, $32.26 million in total liabilities and a
$1.66 million total partners' deficit.

Dworken, Hillman, LaMorte and Sterczala, P.C., in Shelton,
Connecticut, did not include a substantial doubt qualification in
its report on the Company's 2010 financials.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken Hillman expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.

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

                        http://is.gd/QHkxqN

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.


SEQUA CORP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Tampa, Fla.-based Sequa Corp.
"At the same time, we revised the outlook to positive from
stable," S&P said.

"The outlook revision reflects Sequa's improving credit protection
measures resulting from higher revenues, earnings, and cash flow,"
said Standard & Poor's credit analyst Roman Szuper. "These
improvements reflected a gradual global economic recovery,
strengthening core markets -- especially airline and commercial
aerospace sectors, the company's extensive cost reductions and
efficiency initiatives, and new contracts. We expect credit
protection measures to improve, with debt (including modest
operating leases and underfunded postretirement obligations) to
EBITDA declining to 5x-6x over the next 12 to 18 months."

"Our ratings on Sequa reflect its highly leveraged financial
profile; very weak, albeit improving, credit protection measures;
modest profitability; and risks associated with cyclical and
competitive markets. These factors far outweigh Sequa's adequate
liquidity and major positions in niche markets. We view the
company's business risk profile as weak," S&P said.

The Carlyle Group's $2.8 billion acquisition of Sequa in December
2007 resulted in a highly leveraged financial profile. The
subsequent recession, corresponding downturn in all of Sequa's
business segments, and the credit crisis led to lower-than-
expected sales, earnings, and cash flow generation in 2009.
"However, we believe the operating environment improved noticeably
in 2010, especially in the airline and automotive sectors, with
further gains likely in 2011. The nonresidential construction
market has also stabilized, with some signs of a modest recovery.
As a privately owned company, Sequa does not publicly disclose its
financial results," S&P related.

The outlook is positive. The ongoing economic recovery,
strengthening core markets, and Sequa's various actions aimed at
increasing efficiency should lead to improving credit protection
measures.

"We could raise the rating if debt to EBITDA falls below 6x, with
likelihood for further gains," Mr. Szuper continued. "We are less
likely to revise the outlook to stable, given the company's
improving financial results, but we could take such an action if
conditions in Sequa's markets deteriorate beyond our expectations,
resulting in reduced earnings, cash generation, and liquidity,
with debt to EBITDA remaining above 7x over the next 12 months."


SILGAN HOLDINGS: S&P Affirms Corporate Credit Rating at 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and existing debt ratings on Stamford, Conn.-based
Silgan Holdings Inc. and removed all ratings from CreditWatch with
negative implications, where S&P had placed them on April 13,
2011, following Silgan's merger agreement to acquire Graham
Packaging Co. for $4.5 billion (including assumed debt). "We also
withdrew ratings on the proposed revolving credit facility and
term loan A that were assigned in anticipation of the closing of
the Graham acquisition," S&P said.

Silgan has announced that its period to negotiate with Graham
Packaging to make adjustments to its merger agreement has expired
and the parties did not reach agreement. Graham Packaging had
obtained a higher offer from Reynolds Group Holdings Ltd (B+/Watch
Neg/--) and therefore, the Silgan merger agreement was terminated.
Accordingly, Silgan is entitled to a termination fee of $39.5
million pursuant to the merger agreement.

The ratings on Silgan Holdings reflect its satisfactory business
position as a major North American producer of rigid consumer
goods packaging, its steady earnings and free cash flow
generation, and its demonstrated ability to maintain a capital
structure consistent with the rating despite periodic
acquisitions. Somewhat aggressive financial policies and other
risks associated with the company's strategy of growth via
acquisitions offset these strengths. Standard & Poor's
characterizes Silgan's business risk profile as satisfactory and
its financial risk profile as significant.

Acquisitions remain an important component of the company's growth
strategy, and management has a good track record of purchasing
complementary businesses at reasonable valuations and successfully
integrating operations.

The outlook is stable. "Silgan's relatively steady profitability,
consistent free cash generation, and appropriate credit measures
for the rating support credit quality," said Standard & Poor's
credit analyst Liley Mehta. "While Silgan has demonstrated a
willingness to use leverage for strategic opportunities, we expect
the company to take a disciplined approach toward potential large
acquisitions in order to maintain credit measures at appropriate
levels."


SMART ONLINE: Three Directors Elected at Annual Meeting
-------------------------------------------------------
The 2011 Annual Meeting of Stockholders for Smart Online, Inc.,
was held on June 15, 2011.  There were two proposals voted on,
including an election of Dror Zoreff, Shlomo Elia and Amir Elbaz
as directors and the ratification of Cherry, Bekaert & Holland,
L.L.P., as independent auditors for the fiscal year ended Dec. 31,
2011.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed $744,575 in
total assets, $21.01 million in total liabilities and a $20.27
million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SOLO CUP: Fitch Affirms 'B-' Issuer Default Rating
--------------------------------------------------
Fitch Ratings has affirmed these ratings for Solo Cup Company's,
Issuer Default Rating and existing credit ratings:

   -- IDR affirmed at 'B-';

   -- Senior secured notes at 'BB-/RR1';

   -- Senior secured revolving credit facility affirmed at

     'BB-/RR1';

   -- Senior subordinated notes at 'CCC'/RR5.

The Rating Outlook is Stable.

Fitch's ratings recognize Solo Cup's leading market share across
its product categories, national distribution, strong brand
recognition, and good customer base. Headwinds include rising raw
material pricing and continued industry overcapacity resulting in
an aggressive competitive environment. Resin prices have been
volatile while paper prices have continued to increase. Price
increases that Solo passed through in the second half of 2010
began to alleviate the negative margin spread that peaked in the
second quarter of 2010.

Consequently, margin spread turned positive in the past two
quarters. However, resin prices have continued to increase in the
past several months, potentially leading to further market pricing
adjustments by Solo Cup to offset rising costs. For 2011, given
the higher than expected pressure on raw materials cost, Fitch
expects margin spreads for the year to be negative, although
improved from 2010 levels. If the recession recovery is more
prolonged, Fitch believes the company maintains some flexibility
to manage through these challenges through additional cost-savings
efforts and limits on discretionary spending.

Solo Cup must maintain its focus on cost reduction efforts with
volume levels in the food service and consumer segments expected
to remain flat in 2011. Plant closures that were accelerated from
initial expectations should complete in the third quarter of this
year and result in an immediate benefit for 2011 with material
cost savings going forward. Additional cost improvement programs
and more favorable mix should offset at least a significant
portion of the pressure from continued volatility in raw
materials. Fitch believes that until labor markets show
improvement and excess industry capacity is reduced, future
spending levels by consumers is uncertain and pricing pressures
will continue to limit revenue and margin growth while
constraining free cash flow.

Solo Cup does not have any material maturities due until 2013 and
maintains good operating flexibility under its asset based
revolvers that can provide borrowing capacity up to $217 million.
At the end of the first quarter of 2011, available capacity under
Solo Cup's two ABL facilities was $125 million, which includes $40
million outstanding, $12.2 million associated with LoCs, and a
borrowing base limit of $177 million. Cash on the balance sheet
was $16.4 million at first-quarter end. Free cash flow
expectations for 2011 are around breakeven based on capital
spending of approximately $40 million.

A longer-term concern centers on the ownership position of Vestar
Capital Partners. Vestar owns approximately 33% of Solo Cup
Investment Corp. In 2015, SCIC is required to redeem the $240
million of convertible participating preferred stock owned by
Vestar, including all accrued and unpaid dividends, on the
eleventh anniversary of its issuance. As of December 26, 2010,
accrued and unpaid dividends were $228 million, a $44 million
increase from 2009. By maturity, Fitch estimates the total
preferred stock obligation in excess of $600 million.

Fitch believes the company will likely need to address the
ownership issue before any refinancing of existing debt occurs
within Solo Cup's capital structure. Since Solo Cup's ABL revolver
(June) and secured notes (November) mature in 2013, a potential
timeframe for resolution could be by the second half of 2012.
Potential outcomes could take the form of a recapitalization of
the company, an acquisition of a competitor or a sale of its
ownership stake by Vestar. Vestar has maintained an ownership
stake in Solo Cup since 2004. Vestar also controls the Board of
Directors of Solo Cup and SCIC.


SOTHEBY'S: S&P Raises Ratings on Sr. & Convertible Notes to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on New York City-based Sotheby's 7.75% senior notes due June 2015
and 3.125% convertible notes due June 2013 to 'BB' from 'BB-'. "At
the same time, we revised the recovery ratings on the debt to '5'
from '6'," S&P said.

The change reflects debt reduction that results in slightly
improved prospects for recovery. The '5' recovery rating indicates
a modest recovery (10%-30%) in the event of a default scenario.

The 'BB+' corporate credit rating on the company remains
unchanged.

Ratings List

Sotheby's
Corporate Credit Rating           BB+/Stable/--

Upgraded; Recovery Ratings Revised

Sotheby's
                                   To                 From
7.75% senior nts due June 2015    BB                 BB-
   Recovery Rating                 5                  6
3.125% convert nts due June 2013  BB                 BB-
   Recovery Rating                 5                  6


SPANSION INC: Reaches Patent Litigation Settlement With Samsung
---------------------------------------------------------------
Spansion Inc. and Samsung Electronics Co., Ltd have agreed to
settle all ongoing patent litigation and disputes, including their
respective investigations with the US International Trade
Commission.  Under the terms of the agreement, Spansion and
Samsung have agreed to a seven year cross license of each other's
patent portfolios.  As part of the overall agreement, Samsung will
pay Spansion $150 million over five years with an initial payment
of $25 million due in August 2011 and 20 quarterly payments of
$6.25 million starting in fiscal fourth quarter of 2011.  In
addition, Spansion has agreed to purchase Samsung's bankruptcy
claim for $30 million, which Samsung has elected to apply against
the first $30 million Samsung owes Spansion.  Provided that the
bankruptcy court approves the claim as requested, the purchase of
Samsung's bankruptcy claim will enable Spansion to retire between
1.65 million and 1.85 million shares.

Both Spansion and Samsung said they are pleased to resolve their
differences and move forward.

"This agreement benefits both companies in many ways," said John
Kispert, president and CEO of Spansion.  "Most importantly for
Spansion, it establishes a solid foundation from which to grow our
licensing business, which offers licenses to our extensive patent
portfolio in addition to making certain strategic technologies
available for licensing to the industry."

"The real winners here are Spansion's and Samsung's customers,"
said Dr. Seung Ho Ahn, executive vice president and the head of
Samsung Corporate Intellectual Property Center.  "After many years
of disruptive court time, we were able to find a way to resolve
our differences and reach agreement on balanced terms."

                      About Spansion

Spansion Inc. -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On Feb. 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of Sept. 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

Spansion submitted its first plan of reorganization on Oct. 26,
2009, and gained approval from the U.S. Bankruptcy Court on its
amended disclosure statement on Dec. 22, 2009.  Spansion
received confirmation from the U.S. Bankruptcy Court for its plan
on April 16, 2010, and emerged from Chapter 11 protection May 10,
2010.

Spansion entered Chapter 11 reorganization with more than
$1.5 billion in debt.  Spansion emerged a well-capitalized company
with less than $480 million in debt and roughly $230 million in
cash, which is supplemented with an undrawn credit line of up to
$65 million.


SPECIALTY TRUST: Files Amended Plan; U.S. Bank to Receive $16.5MM
-----------------------------------------------------------------
On June 2, 2011, Specialty Trust, Inc., et al., filed with the
U.S. Bankruptcy Court for the District of Nevada a redline version
of their Second Amended Chapter 11 Plan of Reorganization, which
is marked to show changes against the First Amended Plan that they
filed with the Court on April 27, 2011.

The Second Amended Plan of the Debtors contemplates the orderly
liquidation of the Debtors' assets over time.  On the Effective
Date, the DIP Lender will receive cash in full and final
satisfaction of the Debtors' obligations under the DIP Facility.

Obligations required to be satisfied in cash under the Plan will
be satisfied from the Reorganized Debtors' cash on hand, the lease
or sale of assets, revenues and the proceeds of the Northlight
Exit Facility.  Following the Effective Date, Court approval will
not be necessary for the Reorganized Debtors to sell any of their
assets or modify the terms of any of their loans.

These classes of claims are impaired and are entitled to vote:

   -- Class 1A consisting of US Bank Allowed Secured Claims
      against Specialty Trust, Inc.

   -- Class 1B consisting of US Bank Allowed Secured Claims
      against SAC II.

   -- Class 1C consisting of US Bank Allowed Secured Claims
      against SAC.

   -- Class 2A consisting of the Old Secured Noteholders' Allowed
      Secured Claims against ST.

   -- Class 2B consisting of the New Secured Noteholders' Allowed
      Secured claims against ST.

   -- Class 3 Secured Tax Claims.

   -- Class 8 General Unsecured Claims.

   -- Class 9 consisting of the Claims of Unsecured Noteholders.

   -- Class 10A consisting Interests asserted against ST.

   -- Class 10D consisting of Interests asserted SAC D-1.

   -- Class 11 consisting of the City National Bank Allowed
      Secured Claims against ST.

US Bank will receive, in full and final satisfaction of their
Allowed Class 1 Secured Claims, a discounted payoff amount of
$16.5 million within 10 days after the Effective Date as a full
release of all its Allowed Claims against the Debtors.

A copy of the redline version of the Debtor's Second Amended Plan
of Reorganization is available at:

    http://bankrupt.com/misc/specialtytrust.2ndamendedplan.pdf

                   U.S. Bank Filed Objection

On May 23, 2011, US Bank National Association (on its own behalf
and as administrative agent under the Second Amended and Restated
Credit Agreement dated Feb. 1, 2010), filed an initial objection
to the First Amended Chapter 11 Plan of Liquidation proposed by
the Official Committee of Equity Holders (dated April 27, 2011)
for Specialty Trust, Inc., and its debtor affiliates.

US Bank told the Court that, among other things, the Committee
Plan cannot be confirmed.  According to US Bank, the entire
Committee Plan hinges on a yet unidentified superpriority, secured
exit financing facility that seeks to prime US Bank's senior
secured claim and liens against the Debtors and certain of their
assets.  If the Exit Facility ultimately becomes available to the
fund the Committee Plan, there is no basis in law or fact to prime
US Bank's senior interests.  To date, the actual terms of the Exit
Facility are completely unknown.

                      About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On September 2, 2010,
the Court appointed Grant Lyon as chief restructuring officer
("CRO") of the Debtors.  In its schedules, the Debtor disclosed
assets of $201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  Ira
D. Kharasch, Esq., Scotta E. McFarland, Esq., and Victoria A.
Newmark, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles; and Michelle N. Kazmar, Esq., and Sallie B. Armstrong,
Esq., at Downey Brand LLP, in Reno, Nev., represent the Debtors in
their restructuring effort.  In its amended schedules, Specialty
Acquisition disclosed assets of $3,886,113 and liabilities of
$49,068,173 as of the petition date.  In its amended schedules,
SAC II disclosed assets of $40,955,000 an liabilities of
$39,445,118 as of the petition date.


                      About Specialty Trust

Reno, Nevada-based Specialty Trust, Inc., filed for Chapter 11
bankruptcy protection on April 20, 2010 (Bankr. D. Nev. Case No.
10-51432).  Sallie B. Armstrong, Esq., and Michelle N. Kazmar,
Esq., at Downey Brand LLP, in Reno, Nevada; and Ira D. Kharasch,
Esq., Scotta E. McFarlan, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., serve
as the Debtor's bankruptcy counsel.  On May 24, 2010, a committee
of equity holders was appointed.  On September 2, 2010,
the Court appointed Grant Lyon as chief restructuring officer
("CRO") of the Debtors.  In its schedules, the Debtor disclosed
assets of $201,452,048 and liabilities of $109,022,194 as of the
petition date.

On April 20, 2010, affiliates Specialty Acquisition Corp. (Bankr.
D. Nev. Case No. 10-51437) and SAC II (Bankr. D. Nev. Case No.
10-51440) filed separate petitions for Chapter 11 relief.  Ira
D. Kharasch, Esq., Scotta E. McFarland, Esq., and Victoria A.
Newmark, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles; and Michelle N. Kazmar, Esq., and Sallie B. Armstrong,
Esq., at Downey Brand LLP, in Reno, Nev., represent the Debtors in
their restructuring effort.  In its amended schedules, Specialty
Acquisition disclosed assets of $3,886,113 and liabilities of
$49,068,173 as of the petition date.  In its amended schedules,
SAC II disclosed assets of $40,955,000 an liabilities of
$39,445,118 as of the petition date.


SRAM LLC: S&P Assigns 'B+' Rating to Credit Facilities
------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level ratings to
the SRAM LLC's first- and second-lien senior secured credit
facilities. "We assigned our 'B+' issue-level rating (the same as
our corporate credit rating on the company) to SRAM's $655 million
(upsized from an initially proposed amount of $625 million) senior
secured first-lien credit facilities. We also assigned this debt a
recovery rating of '4', indicating our expectation of average
recovery (30% to 50%) for lenders in the event of a payment
default. Given the increase in first-lien debt from the initially
proposed amount we believe recovery prospects are lower for first-
lien lenders. Consequently, the recovery rating of '4' is
lower than our preliminary recovery rating of '3', which
incorporated $625 million of first-lien credit facilities. The
facilities will consist of a $50 million revolving credit facility
due 2016 and a $605 million term loan due 2018," S&P said.

"Additionally we assigned SRAM's $185 million (downsized from $215
million) senior secured second-lien term loan due 2018 our 'B-'
issue-level rating (two notches below the corporate credit
rating). We also assigned this debt a recovery rating of '6',
indicating our expectation of negligible (0% to 10%) recovery for
lenders in the event of a payment default," S&P stated.

SRAM used the proceeds from the transaction to refinance its
existing indebtedness and repurchase Trilantic Capital Partners'
equity stake. Additionally, the company has filed a registration
statement outlining plans for an IPO and intends to use a portion
of the potential proceeds to repay debt.

"The 'B+' rating reflects SRAM's narrow business profile, as the
distant second-largest operator in the highly competitive bicycle
component market," said Standard & Poor's credit analyst Michael
Halchak, "and an aggressive financial profile." SRAM's strong
EBITDA growth in recent years, which resulted from its ability to
increase market share, coupled with cost-containment efforts that
helped improve profitability, somewhat temper those factors.


STATION CASINOS: Settles With U.S. Govt. on Income Tax Liability
----------------------------------------------------------------
Station Casinos, Inc. and other members of the consolidated
federal tax group; the United States of America; German American
Capital Corporation, as collateral agent for itself and JPMorgan
Chase Bank N.A.; and Deutsche Bank Trust Company Americas, as
administrative agent for the prepetition secured lenders, sought
and obtained an order from the U.S. Bankruptcy Court for the
District of Nevada vacating the order denying the U.S.
Government's motion to dismiss the Debtors' request for
determination that they have zero income tax liability under
Section 505(a)(1) of the Bankruptcy Code.

The Debtors previously sought a determination that there will be
no federal tax liability arising as a consequence of the
consummation of the confirmed SCI Plan of Reorganization and the
related restructuring transactions and to the extent any federal
liability arises as a consummation of the SCI Plan, a cash
reserve totaling $5 million to satisfy the liabilities is
sufficient.

The Government moved to dismiss the Determination Motion.  The
CMBS Lenders and the Prepetition Agent filed joinders to the
Determination Motion.  The Court subsequently granted the
Determination Motion.  The Government appealed the Determination
Order in the U.S. District Court for the District of Nevada.

As a result of settlement negotiations between the Parties during
the pendency of the Appeal, the Parties have reached an agreement
with respect to their dispute and now seek vacatur of the Section
505 Order and the Section 505 Findings and Conclusions.

The stipulation voluntarily dismisses, without prejudice, the
Government's appeal.  The District Court approved the
Stipulation, which also provided that each party will bear its
own costs of litigation and attorneys' fees.

                       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.

Station Casinos in June 2011 completed its plan of reorganization
and emerged from bankruptcy.  The successful completion of the
restructuring process that began in July 2009 means that all of
the Company's properties remain together under the Station Casinos
umbrella, nearly 13,000 local jobs are preserved, and, as the
result of the re-investment of nearly $200 million, Frank and
Lorenzo Fertitta are the Company's largest shareholders, owning 45
percent of the restructured Company, the press release said.
Frank and Lorenzo Fertitta and their existing management team will
also remain the manager and operator of all of the Company's
properties.

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)


STEEPLECHASE VILLAGE: Case Summary & 15 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Steeplechase Village Ltd.
        555 Metro Place North, Suite 600
        Dublin, OH 43017

Bankruptcy Case No.: 11-56414

Chapter 11 Petition Date: June 17, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Matthew T Schaeffer, Esq.
                  Timothy A Riedel, Esq.
                  BAILEY CAVALIERI LLC
                  10 West Broad St., Suite 2100
                  Columbus, OH 43215
                  Tel: (614) 229-3289
                  E-mail: matthew.schaeffer@baileycavalieri.com
                         timothy.riedel@baileycavalieri.com

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

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

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohsb11-56414.pdf

The petition was signed by Brent D. Crawford, manager,
Steeplechase Village LLC, sole member.


TAJ OF SARASOTA: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Taj of Sarasota, Inc.
        6122 47th Street East
        Bradenton, FL 34203

Bankruptcy Case No.: 11-11581

Chapter 11 Petition Date: June 17, 2011

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

Judge: Michael G. Williamson

Debtor's Counsel: Benjamin G. Martin, Esq.
                  LAW OFFICES OF BENJAMIN MARTIN
                  1620 Main Street, Suite 1
                  Sarasota, FL 34236
                  Tel: (941) 951-6166
                  Fax: (941) 951-2076
                  E-mail: skipmartin@verizon.net

Scheduled Assets: $608,000

Scheduled Debts: $1,749,545

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb11-11581.pdf

The petition was signed by Mohammed S. Haque, president.


TELETOUCH COMMUNICATIONS: Enters Into RRA with TLL Partners
-----------------------------------------------------------
Teletouch Communications, Inc., entered into a Registration Rights
Agreement with TLL Partners, L.L.C.  Pursuant to the TLLP RRA, the
Company agreed to file with the U.S. Securities and Exchange
Commission, subject to certain restrictions, by June 17, 2011, a
registration statement relating to the registration of a total of
12,000,000 shares of the Company's common stock held by TLLP since
November 2005.  The Company will use its best efforts to cause the
registration statement to be declared effective under the
Securities Act and to keep such registration continuously
effective under the Securities Act.  As previously disclosed, the
registration statement will also include the Company's securities
previously sold in several privately negotiated transactions by
TLLP.  The Company's Board reviewed and approved the terms of the
foregoing transaction.  The TLLP RRA also contains indemnification
and other provisions that are customary to agreements of this
nature.

On June 13, 2011, the Company also entered into a Registration
Rights Agreement with Michael A. Dickens, Teletouch's Senior Vice
President of Operations.  Pursuant to the Dickens RRA, the Company
agreed to file with the U.S. SEC, subject to certain restrictions,
by June 17, 2011, a registration statement relating to the
registration of a total of 250,000 shares of the Company's common
stock that Mr. Dickens purchased from TLLP on the same date.  The
Company will use its best efforts to cause the registration
statement to be declared effective under the Securities Act and to
keep such registration continuously effective under the Securities
Act.  As previously disclosed, the registration statement will
also include the Company's securities previously sold in several
privately negotiated transactions by TLLP.  The Company's Board
reviewed and approved the terms of the foregoing transaction.  The
RRA also contains indemnification and other provisions that are
customary to agreements of this nature.

As previously reported in the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended Feb. 28, 2011, during that
fiscal quarter of 2011, TLLP sold 1,166,667 shares of Teletouch
stock to certain non-affiliated purchasers.  Following the end of
the quarter and through June 17, 2011, TLLP has sold an additional
7,334,334 shares of the Company common stock.  In connection with
those sales, the Company entered into registration rights
agreements with such purchasers to register the shares of common
stock of the Company sold in such transactions.  All such
agreements contain identical terms and provisions that are
customary to agreements of this nature.

         Second Amendment to the GM Promissory Notes

On May 23, 2008, the Company, among other things, executed
definitive agreements certain holders of the GM Warrants, the
terms and provisions of which agreements were disclosed in the
Company's Current Report on Form 8-K dated May 16, 2008.  The
Company's obligations to make payments to the holders of such
warrants were evidenced by several individual promissory notes
with each of the warrant holders, as subsequently amended on
Nov. 1, 2009, by the Company and such warrant holders.

On June 13, 2011, the Company and each holder of the GM Promissory
Notes agreed to amend the terms and provisions of the GM
Promissory Notes, effective as of May 31, 2011, for the purpose of
extending the final payment due under the GM Promissory Notes to
the earlier to occur: (x) 30 days following the Company's reaching
a settlement in its ongoing arbitration matter with AT&T or (y)
Jan. 10, 2012.  All other terms and provisions of the GM
Promissory Notes, as amended to date, remain unchanged.  Prior to
Amendment No. 2 the Company was obligated to make a final payment
of $463,750, in aggregate, to the holders of the GM Promissory
Notes on June 10, 2011.  As a result of Amendment No. 2, the
Company will continue to make monthly installments of $25,000, in
aggregate, to the holders through the date a final payment becomes
due.  In the event the final payment is not due until Jan. 10,
2012, the Company would be obligated to pay $313,750 to the
holders on that date.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Feb. 28, 2011 showed $17.15 million
in total assets, $27.32 million in total liabilities and $10.17
million in total shareholders' deficit.

The Company reported a net loss of $1.87 million on $27.28 million
of total operating revenue for the nine months ended Feb. 28,
2011, compared with net income of $1.13 million on $41.89 million
of total operating revenue for the same period during the prior
year.


TELETOUCH COMMUNICATIONS: Files Form S-1; To Offer 20.5MM Shares
----------------------------------------------------------------
Teletouch Communications, Inc., filed with the Securities and
Exchange Commission a Form S-1 registration statement registering
shares for resale up to 20,499,001 shares of the Company's common
stock by TLL Partners, LLC, et al.  The selling shareholders may
sell common stock from time to time at the prevailing market price
or in negotiated transactions.  The Company does not know when or
in what amounts selling shareholders may offer the shares for
sale.  The Company will not receive proceeds from the sale of the
Company's shares by selling shareholders.

The Company's common stock is presently listed on the OTC Bulletin
Board under the symbol "TLLE."  On June 13, 2011, the last sales
price of the common stock, as reported on the OTC Bulletin Board
was $0.48 per share.

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

                        http://is.gd/T3R0nh

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company reported a net loss of $1.87 million on $27.28 million
of total operating revenue for the nine months ended Feb. 28,
2011, compared with net income of $1.13 million on $41.89 million
of total operating revenue for the same period during the prior
year.


TEXOMA PIZZA: N.D. Texas Court Confirms Bankruptcy Plan
-------------------------------------------------------
Bankruptcy Judge Stacey Jernigan confirmed the Amended Plan of
Reorganization filed by Texoma Pizza, L.P., at a June 16, 2011
hearing.  The judge said both the Debtor and the Plan comply with
all of the applicable provisions of the Bankruptcy Code. A copy of
Judge Jernigan's Findings of Fact and Conclusions of Law dated
June 17, 2011, is available at http://is.gd/cAxUQVfrom
Leagle.com.

Texoma Pizza, L.P., was originally placed in involuntary Chapter
11 bankruptcy (Bankr. N.D. Tex. Case No. 10-30924) by creditors
Dan Fleck, STB, Inc., ATBL, Inc., JM Pizza, Inc., and John Mekler.
The involuntary petition was filed Feb. 2, 2010.

Attorneys for the Debtor are:

          E. Paul Keiffer, Esq.
          Shane A. Lynch, Esq.
          WRIGHT GINSBERG BRUSILOW P.C.
          Republic Center, Suite 4150
          325 N. St. Paul Street
          Dallas, TX 75201
          Tel: (214) 651-6517
          Fax: (214) 744-2615
          E-mail: pkeiffer@wgblawfirm.com
                  slynch@wgblawfirm.com


THOMAS E SETTLES: Court Rules on $641T Tax Dispute With IRS
-----------------------------------------------------------
Thomas E. Settles, Sr., v. United States of America, Adv. Proc.
No. 10-1322 (Bankr. E.D. Tenn.), is brought against the Internal
Revenue Service, seeking the Court's determination of the
appropriate amount of taxes owed by the Plaintiff pursuant to 11
U.S.C. Sec. 505(a)(1).  The IRS responded that its total
assessment of $641,201.58 in taxes, penalties, and interest as of
the petition date is accurate.  The IRS has filed a motion for
summary judgment regarding its assertion that the total amount of
taxes, penalties, and interest listed in its Proof of Claim is
accurate.  The IRS specifically sought rulings on whether the
debtor could claim different amounts for his income and deductions
than those which the IRS had previously allowed in its Notice of
Deficiency, whether the debtor could use the tax rates for
individuals married filing jointly, whether the debtor was
entitled to claim expenses incurred in the operation of a horse
training and breeding business, and whether the debtor was
estopped from challenging the penalties imposed on him for
accuracy and promoting a tax shelter.  The Plaintiff opposes the
motion for summary judgment.

In a June 10, 2011 Memorandum, Bankruptcy Judge Shelley D. Rucker
held that the IRS's motion will be granted as to specific issues
raised, but denied as to the specific amount of the tax liability.
A copy of the Court's ruling is available at http://is.gd/mQ5TEq
from Leagle.com.

Thomas E. Settles, Sr., filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Tenn. Case No. 09-16159) on Sept. 25, 2009.


TOWER OAKS: Creditor CWCapital Asset Does Not Consent to Cash Use
-----------------------------------------------------------------
Secured creditor and party-in-interest CWCapital Asset Management
LLC notified the U.S. Bankruptcy Court for the District of
Maryland that it does not consent to Tower Oaks Boulevard LLC's
use of its cash collateral for any purpose absent further order of
the Court or specific written consent.

CWCAM acts as Special Servicer for U.S. Bank National Association,
as Trustee, as successor-in-interest to Bank of America, N.A., as
Trustee for the Registered Holders of COBALT CMBS Commercial
Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through
Certificates, Series 2007-C2.

CWCAM also notified the Court of perfection of its deed of trust
lien against an office building located at 2701 Tower Oaks
Boulevard, Rockville, Maryland, and related rights and its
security interest in all revenues and rents generated from or with
respect to the property of the Debtor in which the Trust holds a
security interest.

TOC, Inc., the borrower, is obligated pursuant to that certain
Promissory Note dated as of March 19, 2007, in the original
principal amount of $9,100,000.  The Debtor is a guarantor of the
loan and is the trustor under the terms of that certain Indemnity
Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing dated as of March 19, 2007.

As of April 1, 2011, the Trust was owed in excess of $9,753,334 in
outstanding principal, interest, and other charges under the
loan documents.

Debtor is in default under the loan documents.

                 About Tower Oaks Boulevard, LLC

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011.  Steven H.
Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC, serves as
the Debtor's bankruptcy counsel.  Bregman, Berbert, Schwartz &
Gilday, LLC, serves as its special counsel.  The Debtor estimated
assets at $10 million to $50 million and debts at $1 million to
$10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an official committee of unsecured creditors in the
Debtors' cases.


TRANS ENERGY: Reports $11.77 Million Net Income in March 31 Qtr.
----------------------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $11.77 million on $1.63 million of revenue for the three months
ended March 31, 2011, compared with a net loss of $1.20 million on
$1.10 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed $60.57
million in total assets, $31.22 million in total liabilities and
$29.34 million in total stockholders' equity.

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

                        http://is.gd/wbwUQK

                        About Trans Energy

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on Oct. 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until Dec. 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to Oct. 29, 2010.

As reported by the TCR on April 18, 2011, Maloney + Novotny, LLC,
in Cleveland, Ohio, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has generated significant losses
from operations and has a working capital deficit of $19,699,824
at Dec. 31, 2010.


TRI-VALLEY DISTRIBUTING: WULA Transfer Not Fraudulent
-----------------------------------------------------
Bankruptcy Chief Judge William T. Thurman ruled that the grant of
security interest in Tri-Valley Distributing, Inc.'s Rock Springs
property to Western United Life Assurance Company does not
constitute fraudulent conveyance.  Judge Thurman also held that
WULA qualifies as a good faith transferee and is not liable for
the unauthorized postpetition transfer of the Rock Springs
property from the Debtor to non-debtor affiliate, Seven C
Enterprises Inc.

The Rock Springs property consists a gas station and convenience
store in Rock Springs, Wyoming.  WULA foreclosed on the property
in 2003 after Speedy Turtle Petroleum, Inc. -- which acquired
Seven C and Tri-Valley the year before -- defaulted on a $13.8
million loan.  Seven C was one of several guarantors of the WULA
Loan and its guarantee included the Rock Springs Property.

Seven C was the original owner of the Rock Springs property.  In
August 2001, Paul Cook, as president of Seven C, signed a deed
transferring title to the Rock Springs Property from Seven C to
Tri-Valley so Tri-Valley could obtain a loan from Star-Mac, an
affiliate of Texaco.  Collateral for the proposed Star-Mac loan
included the Rock Springs Property and other properties which were
then titled in Seven C.  As a condition for making the loan, Star-
Mac insisted that all property being pledged to secure the loan,
including the Rock Springs Property, be titled in Tri-Valley.
There was no specific consideration given for the transfer of the
property to Tri-Valley.  However, the Rock Springs Property was
not transferred back to Seven C before Tri-Valley filed for
bankruptcy.

Upon foreclosure, WULA sold all but three of the Seven C
properties including the Rock Springs Property.  The Rock Springs
Property sold for $1,702,546 net of sales commissions.  WULA
escrowed all of the foreclosure sales proceeds.

In December 2003, the examiner appointed in Tri-Valley's case
along with the Official Creditors Committee filed an adversary
proceeding against Seven C seeking damages for breach of an
unwritten standstill agreement between Seven C and Tri-Valley and
conversion of assets.  In December 2005, the Court entered a
judgment in favor of the Examiner against Seven C for roughly
$8.7 million for breach of the standstill agreement and conversion
of assets.  The Committee and the Examiner sued WULA over
entitlement to the escrowed funds.

The case is The Official Committee of Unsecured Creditors, and D.
Ray Strong, in his capacity as Examiner for Tri-Valley
Distributing, Inc. Consolidated Debtors, v. Western United Life
Assurance Company, Adv. Proc. No. 04-02453 (Bankr. D. Utah).  A
copy of Judge Thurman's June 16, 2011 Memorandum Decision is
available at http://is.gd/02j0N0from Leagle.com.

                   About Tri-Valley Distributing

Tri-Valley Distributing, Inc., Cook Oil Company, Inc., and Snobird
Oil Company, Inc., were in the business of owning and operating
gas stations and convenience stores.  Seven C Enterprises, Inc., a
separate entity formerly owned by principals of Tri-Valley, but
has not filed for bankruptcy protection.

Tri-Valley, Cook Oil and Snobird filed for chapter 11 relief
(Bankr. D. Utah Lead Case No. 01-36562) on Nov. 6, 2001.  An
examiner, Ray Strong, was appointed in February 2003.  The
Examiner was granted expanded powers.  An official committee of
unsecured creditors was appointed in the case.  The Debtors' plan
of reorganization was confirmed on Dec. 22, 2003.


TWIN RIVER: Moody's Confirms 'B2' CFR; Outlook Positive
-------------------------------------------------------
Moody's Investors Service confirmed Twin River Management Group,
Inc.'s B2 Corporate Family Rating and B3 Probability of Default
Rating and assigned a positive rating outlook.

Additionally, the company announced that it has cancelled its
proposed $285 million credit facility. As a result, the B1 ratings
on the proposed $260 million term loan and $25 million revolver
are being withdrawn. Moody's also affirmed the B2 rating on the
company's existing $300 million senior secured term loan due 2015.

This resolves the review for possible upgrade that was initiated
on May 5, 2011.

Ratings confirmed:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B3

Ratings affirmed (and LGD assessments revised where applicable):

   -- $300 million senior secured term loan due 2015 at B2 (LGD 3,
34% from LGD 3, 35%)

Ratings withdrawn:

   -- $260 million proposed senior secured term loan due 2017 at
B1 (LGD 3, 35%)

   -- $25 million proposed senior secured revolver expiring 2016
at B1 (LGD 3, 35%)

RATINGS RATIONALE

The confirmation of Twin River's B2 CFR and B3 PDR and assignment
of a positive outlook reflects higher than expected gaming demand
and market share gains by Twin River through April 2011 that are
expected to drive earnings modestly higher over the next year.
Despite the company's announcement it cancelled its proposed $285
million refinancing transaction, "the positive outlook reflects
Moody's expectation that the company will generate positive free
cash flow and continue to reduce debt levels in anticipation of
the legalization of gaming in Massachusetts," said Peggy Holloway,
a Senior Credit Officer at Moody's Investors Service.

The B2 CFR takes into consideration Twin River's small size,
single property concentration risk, and the possibility of
increased competition in Twin River's primary market area if
gaming is ultimately introduced in Massachusetts. Positive
consideration is given to Twin River's stable revenue generation
during the economic downturn and its good liquidity.

Ratings could be considered for an upgrade if Twin River's
operating performance improves -- or the company chooses to repay
debt -- resulting in EBIT/interest expense exceeding 2.5 times and
debt/EBITDA dropping below 3.5 times. However, the company's small
scale and limited diversification, and the possibility that gaming
could be approved in Massachusetts, would likely limit any ratings
improvement to one notch.

Ratings could be downgraded if debt/EBITDA increases to above 5
times. There could also be negative pressure on the ratings or
rating outlook if the company's liquidity position were to
deteriorate for any reason.

The principal methodology used in rating Twin River was the Global
Gaming Industry Methodology, published December 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Non-Financial Companies in the U.S., Canada, and EMEA,
published in June 2009.

Twin River Management Group, Inc.'s (formerly known as BLB
Management Services, Inc.) restricted operating subsidiary, UTGR,
Inc., owns and operates the Twin River casino located near
Providence, Rhode Island. The Twin River casino has approximately
4,750 video lottery terminals. The company is private and does not
disclose public financials.


UNISYS CORP: Elects Alison Davis to Board of Directors
------------------------------------------------------
Unisys Corporation announced that Alison Davis has been elected to
the Unisys Board of Directors and appointed to the Finance
Committee of the Board.

Most recently, Davis was managing partner of Belvedere Capital
Partners, Inc., a private equity firm serving the financial
services sector.  Prior to joining Belvedere, she served as chief
financial officer and director of corporate development for
Barclays Global Investors and as a senior partner at A.T.
Kearney, Inc.  She began her career at McKinsey & Company.

"Alison Davis is an excellent addition to our Board," said Unisys
Chairman and Chief Executive Officer Ed Coleman.  "She brings
valuable experience in corporate strategy and financial management
and we look forward to benefitting from her insights."

Davis also serves as a director of City National Corporation.

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at March 31, 2011, showed $2.95
billion in total assets, $3.64 billion in total liabilities, and a
$692.10 million total stockholders' deficit.

                           *    *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.

In the May 5, 2011 edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Blue Bell, Pa.-
based Unisys Corp. to 'BB-' from 'B+', and removed the ratings
from CreditWatch, where they were placed with positive
implications on Feb. 22, 2011.  "The upgrade reflects Unisys'
improved financial profile following the recent debt redemptions,"
said Standard & Poor's credit analyst Martha Toll-Reed, "and
adequate liquidity, which provides some capacity at the current
rating for potential earnings volatility."  "The ratings reflect
our view that Unisys' improved financial profile and consistently
positive annual free cash flow will provide sufficient cushion in
the near term to mitigate the potential for ongoing revenue
declines and operating performance volatility," added Ms. Toll-
Reed.

As reported by the TCR on June 17, 2011, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Unisys Corporation to 'BB-'
from 'B+'.  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.


US AIRWAYS: Pilots Sue Over Violation Of Legal Obligation
---------------------------------------------------------
The pilots of US Airways, represented by the US Airline Pilots
Association (USAPA), have filed a complaint against defendant US
Airways in the U.S. District Court Eastern District of New York
alleging that US Airways has violated its duty to maintain the
status quo during contract negotiations as required by the
Railway Labor Act (RLA), USAPA said in a statement dated May 31,
2011.

In its complaint, USAPA alleges:

    * US Airways has unilaterally altered the parties'
      collective bargaining agreements by intentionally
      frustrating and abrogating the contractual grievance and
      arbitration procedures outlined in the collective
      bargaining agreements.

    * US Airways has deliberately delayed the scheduling of
      disputes as required under the Railway Labor Act.  It has
      failed to prosecute disciplinary and contractual
      grievances in a timely fashion and refused to complete
      arbitration hearings within the allotted, agreed upon
      time.  Its actions have created a backlog of more than 500
      unresolved grievances.  Lastly, US Airways has refused to
      follow well-established and agreed upon procedures and
      practices regarding the settlement of disciplinary and
      contractual disputes.

    * US Airways has violated its obligations under the RLA to
      maintain the status quo with respect to terms and
      conditions of employment for those US Airways employees
      represented by USAPA.

    * US Airways has also violated the RLA by intentionally
      failing to "exert every reasonable effort" to reach a
      settlement with USAPA regarding an integrated collective
      bargaining agreement.  USAPA believes the defendant has
      bargained in bad faith in violation of the RLA by engaging
      in surface bargaining and employing evasive and dilatory
      tactics with respect to the ongoing major dispute.

    * US Airways has demonstrated a clear intention not to reach
      an agreement with USAPA regarding an integrated collective
      bargaining agreement, and therefore has violated the
      Railway Labor Act.

    * US Airways has committed an additional violation of the
      Railway Labor Act by failing to "exert every reasonable
      Effort . . . to settle all disputes . . . arising out of
      the application of" the current collective bargaining
      agreements.

    * US Airways has failed to make "every reasonable effort" to
      settle or otherwise resolve contractual interpretation
      disputes in violation of the Railway Labor Act.

USAPA feels that the egregious nature of these illegal acts has
been compounded by important safety grievances that remain
unresolved as a result of US Airways' actions.

In a statement to the US Airways pilots, USAPA President Mike
Cleary said, "Each of us is painfully aware that remaining mired
in bankruptcy-era contracts after six years has created a level
of hardship for our families that is unsustainable.  The honesty,
moral character and integrity that we have applied to our
obligations during negotiations have been met with exactly the
opposite from management.  They have used every opportunity to
stall, delay and attempt to exhaust the resources of our union
and our pilot group.  It is time for it to stop. We look to the
legal system to provide relief and get our negotiations back on
the level playing field that the statute requires."

In its complaint, USAPA seeks to enjoin US Airways from
unilaterally abrogating and altering the relevant collective
bargaining agreements pending completion of the RLA's major
dispute resolution procedure.  USAPA requested that the District
Court issue a preliminary injunction prohibiting US Airways from
engaging in this misconduct.

In his letter to the pilots, President Cleary went on to state,
"I have no doubt that Management will respond in a punitive
fashion to this demand for statutory compliance by taking
hostages with the discipline mechanisms that are at their
disposal.  I can promise you that when they do, your union will
respond swiftly and aggressively to defend and protect your jobs
and your rights."

                          About USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents the more than 5,000 mainline
pilots who fly for US Airways. USAPA's mission is to ensure safe
flights for airline passengers by guaranteeing that their lives
are in the hands of only the most qualified, competent and well-
equipped pilots. USAPA will fight against any practices that may
jeopardize its pilots' training, equipment, workplace
environment, compensation or work/life balance, or that
compromise its pilots' ability to execute the optimal flight.
Visit the USAPA Web site at www.USAirlinePilots.org

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative


US AIRWAYS: Strikes Deal With Delta to Transfer Flying Rights
-------------------------------------------------------------
US Airways and Delta Air Lines entered into a new agreement to
transfer takeoff and landing rights at New York's LaGuardia and
Washington D.C.'s Reagan National airports, according to US
Airways ' statement dated May 23, 2011.

The agreement, filed May 23 with the Federal Aviation
Administration (FAA), revises a 2009 transaction agreed between
Delta and US Airways and approved by the DOT, but under terms not
acceptable to the carriers, and never completed.  The new
agreement enables Delta and US Airways to expand service and
increase competition at two of the nation's key cities, and
provides the opportunity for additional access to LaGuardia and
Reagan National for new entrants and airlines with a limited
presence at the airports.

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

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

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

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

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

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

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

                           New York

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

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

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

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

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

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

                       Washington, D.C.

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

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

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

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

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

                    International Service

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

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

                          About Delta

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

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative


US AIRWAYS: Pilots Call Termination of Safety Executive
-------------------------------------------------------
After numerous lapses in safety protocols at US Airways recently,
the Board of Pilot Representatives of the US Airline Pilots
Association (USAPA), which represents the airline's pilots, has
unanimously called for the immediate termination of the ranking
official in charge of airline safety -- Vice President of Safety
and Regulatory Compliance Paul Morell -- according to a May 9,
2011 statement released by USAPA.

"Mr. Morell has repeatedly ignored USAPA's concerns about the
safety of our airline and has shown no leadership in remedying
potentially catastrophic situations that face our pilots," said
Captain Mike Cleary, president of USAPA.  "As such, we have asked
the Company's leadership and the Board of Directors to act
quickly and decisively to terminate his employment at US
Airways."

In its communications with the US Airways directors, USAPA cited
17 specific issues to support its opinion that Morell is derelict
in his duties to protect the pilots and passengers of US Airways.

"Mr. Morell has ignored or actively dismissed safety
recommendations from pilots, despite the fact that the pilots are
on the front line and dealing with these issues on a daily
basis," added Captain Cleary.  "USAPA has reached out to Mr.
Morell time and time again, requesting his input and guidance
about how to alleviate the many safety issues that face our
pilots.  At best, we have received a dismissive or tepid
response; at worst, complete silence.  Our efforts to engage CEO
Doug Parker and the Board of Directors on this issue have also
gone unanswered, clearly demonstrating that they do not share
USAPA's priority of putting safety above all else.  Not one of
the 17 specific issues we brought to the CEO and Board has been
acted upon or even responded to."

"Additionally US Airways' management refused to participate in an
external evaluation performed by renowned safety expert Dr. Terry
von Thaden, who has performed more than 200 similar evaluations
and has never, prior to now, had an air carrier refuse to
participate in an evaluation," Captain Cleary continued.  "Her
results -- which indicated safety culture problems throughout US
Airways -- were dismissed out-of-hand by the Company."

Dr. Sidney Dekker, also a well-respected safety expert who
reviewed the results of the evaluation at USAPA's request, noted
that, "Most worrying is the extent of the dismissal of the safety
culture survey and the suggestion that management has the safety
problem pretty much under control."

USAPA Safety Chairman Tom Kubik concurs.  "Through the safety
work conducted by Dr. von Thaden's team, our pilots voiced their
concern about everything from forced on-time departures to cost-
cutting measures that erode the safety of our aircraft -- and the
Company turned a deaf ear to everything we said," said Captain
Kubik.  "Mr. Morell's responsibility is to the pilots who work at
US Airways and the passengers who fly with us, and he has
repeatedly demonstrated that he is no longer able to fulfill this
duty."

In an attempt to remedy these problems and bring additional
attention to the safety infractions occurring on his watch, USAPA
has called for the immediate termination of Paul Morell.  Any
other action by the Company will be viewed by USAPA as
insufficient and a direct threat to the safety of the pilots and
passengers on US Airways.

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative


US FIDELIS: Seeks Use of Mepco Cash Collateral Until Sept. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
will hold a hearing on June 29, 2011, at 10:00 a.m., to consider
US Fidelis, Inc.'s fourth motion for final order authorizing the
fifth extension of use of cash collateral of Prepetition Lender
Mepco Finance Corporation, for the period commencing June 1, 2011,
and ending on Sept. 30, 2011, in accordance with the Fourth
Amended Budget.

A copy of the cash collateral motion is available at:

   http://bankrupt.com/misc/usfidelis.cashcollateralmotion.pdf

A copy of the budget is available at:

          http://bankrupt.com/misc/usfidelis.budget.pdf

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., and Crystanna V. Cox, Esq., at Lathrop & Gage L.C., in
Kansas City, Mo.; and Robert E. Eggmann, Esq., and Thomas H.
Riske, Esq., at Lathrop & Gage, in Clayton, Mo., assist the Debtor
in its restructuring effort.  According to the schedules, the
Company had assets of $74,386,836, and total debts of $25,770,655
as of the petition date.

Allison E. Graves, Esq., and Brian Wade Hockett, Esq., at Thompson
Coburn LLP, in St. Louis, Mo., represent the Official Unsecured
Creditors Committee.


VENTO FAMILY: Files New Schedules of Assets and Liabilities
---------------------------------------------------------------
Vento Family Trust filed with the U.S. Bankruptcy Court for the
District of Nevada amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $12,825,000
  B. Personal Property               $15,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $10,807,000
     Secured Claims
  E. Creditors Holding                                $45,000
     Unsecured Priority
     Claims
  F. Creditors Holding                               $421,400
     Unsecured Non-priority
     Claims
                                ------------     ------------
        TOTAL                    $12,840,000      $11,273,400

The Debtor disclosed $13,640,000 in assets and $11,259,400 in
liabilities as of the Chapter 11 filing.

Based in Henderson, Nevada, Vento Family Trust filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 10-33909) on
Dec. 27, 2010.  Judge Mike K. Nakagawa presides over the case.
Timothy S. Cory, Esq., at Tinoth S. Cory & Associates, represents
the Debtor.  The Debtor estimated both assets and debts of between
$10 million and $50 million.


VENTO FAMILY: Court OKs Employment of Kaemper Crowel as Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada has
approved Vento Family Trust's amended application to employ and
appoint the law firm of Kaemper Crowell Renshaw Gronauer &
Fiorentino as Special Counsel.


Upon retention, Kaemper Crowell, will among other things:

   1. to pursue a breach of contract action currently pending in
      Clark County District Court against 4K Enterprises, LLC,
      Case No. A-10-612844-C (the "4K Litigation") and to defend
      counterclaims being asserted on behalf of the Defendant in
      that action.

   2. to pursue a breach of contract action currently pending in
      Clark County District Court against ISB, LLC, Case No. A-10-
      628129-C (the "ISB Litigation")

   3. to pursue multiple property tax appeals before the Clark
      County Board of Equalization (the "Tax Appeals").

Based in Henderson, Nevada, Vento Family Trust filed for Chapter
11 bankruptcy protection (Bankr. D. Nev. Case No. 10-33909) on
Dec. 27, 2010.  Judge Mike K. Nakagawa presides over the case.
Timothy S. Cory, Esq., at Tinoth S. Cory & Associates, represents
the Debtor.  The Debtor estimated both assets and debts of between
$10 million and $50 million.


VIDEOTRON LTEE: S&P Rates C$300MM Sr. Unsecured Notes at 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its debt issue and
recovery ratings to Montreal-based telecommunication services
provider Videotron Ltee's (BB/Stable/--) proposed C$300 million
senior unsecured notes due July 15, 2021. "We rate the notes 'BB'
(the same as the corporate credit rating on Videotron), with a
recovery rating of '3', indicating lenders can expect meaningful
(50%-70%) recovery in the event of default," S&P said.

Videotron is a 100%-owned subsidiary of Montreal-based Quebecor
Media Inc. (BB/Stable/--). The notes and the guarantees are senior
unsecured obligations of Videotron, ranking equally with all
existing and future unsecured unsubordinated debt of the company.

Proceeds from the proposed C$300 million notes offering will be
used to finance the redemption and retirement of a portion of
Videotron's issued and outstanding 6.875% senior notes, due 2014,
on or about July 20, 2011, to finance the settlement and
termination of related hedging contracts and for the payment of
related transaction fees and expenses. "As such, we expect the
issuance to have a neutral impact on Videotron's and Quebecor
Media's consolidated credit metrics," S&P said.

"The ratings on Quebecor Media reflect the credit risk profile of
the company and its consolidated subsidiaries, including 100%-
owned Videotron, the largest cable operator in Quebec and 100%-
owned Sun Media, the largest newspaper publisher in Canada," said
Standard & Poor's credit analyst Madhav Hari. The ratings on
Videotron are equalized with those on parent Quebecor Media as per
Standard & Poor's corporate ratings criteria.

The Quebecor Media ratings reflect Standard & Poor's view of the
company's significant financial risk profile, which is
characterized by an aggressive financial policy given the
company's acquisitive nature and historically high tolerance for
debt and relatively weaker cash flow protection measures (owing
to start-up costs related to its regional wireless initiative).
"We also base the ratings on what we consider the weak business
risk profile of Quebecor Media's mature newspaper operations,
which are facing industry-specific as well as economy-related
challenges; intense competition at the company's various business
segments; and generally high capital expenditures in the
telecommunications segment. Standard & Poor's notes that the late-
2010 launch of a facilities-based wireless service in Quebec,
while potentially positive in the long term, requires significant
upfront investment in the near-to-medium term thereby pressuring
free operating cash flow," S&P said.

"These factors are partially offset by what we view as the solid
investment-grade business risk profile of Quebecor Media's
telecommunications operations, which comprise about 55% and 77% of
the company's total revenue and reported EBITDA and the added
diversity provided by the company's various media operations,
which should continue generating meaningful free operating cash
flow in the medium term despite their revenue challenges," S&P
related.

"The stable outlook reflects our expectations that the strength of
Quebecor Media's relatively mature cable operations will offset
potential weakness in other segments and largely fund the
company's capital-intensive regional wireless initiative in the
next couple of years. The stable outlook also reflects our current
expectations that, while the company will remain aggressive with
respect to its growth investments, but maintain adjusted debt
leverage in the 3x-4x range. Ratings upside could come from the
company articulating more conservative financial policies such as
maintaining adjusted debt leverage at less than 3.5x as well as
improving its cash flow protection measures. We could consider
downgrading should operating performance weaken materially likely
owing to increased competition from Bell Canada (BBB+/Stable/A-2)
in the company's telecommunications segment or if Quebecor
Media adopts more aggressive financial policies such that adjusted
debt leverage increases to more than 4x," according to S&P.

Ratings List
Videotron Ltee
Corporate credit rating                 BB/Stable/--

Rating Assigned
C$300 million senior unsecured notes     BB
Recovery rating                         3


VILLAGE AT LAKERIDGE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Village At Lakeridge, LLC
          fka Magnolia Village, LLC
        4790 Caughlin Parkway, #364
        Reno, NV 89519

Bankruptcy Case No.: 11-51994

Chapter 11 Petition Date: June 16, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $9,480,180

Scheduled Debts: $18,957,268

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-51994.pdf

The petition was signed by Kathie Bartlett.


WASHINGTON MUTUAL: Senior Noteholders Make Limited Plan Objection
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the delay in winning approval of the Chapter 11 plan
for Washington Mutual Inc. prompted holders of $2 billion in
senior notes to renew their limited objection to the
reorganization proposal.

Mr. Rochelle recounts that previously, the noteholders thought
there would be enough cash on hand to pay their claim in full,
with interest, when the plan is first implemented.  As a result of
delays in the confirmation process, the senior noteholders said in
a June 17 court filing it's "likely" they won't be paid in full
immediately.  Consequently, they told the bankruptcy judge that
the plan doesn't properly implement subordination provisions by
forcing them to share some initial distributions with holders of
subordinated debt.

The confirmation hearing for approval of the plan is now scheduled
for July 13. Previously, it tentatively was set for July 5, before
a settlement with shareholders fell apart.

On July 13, WaMu will be aiming to confirm the sixth amended plan
resulting from the bankruptcy judge's 109-page opinion in January
explaining why she couldn't confirm a prior version.

                    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.


WAVE SYSTEMS: Five Directors Elected at Annual Meeting
------------------------------------------------------
Wave Systems Corp. held its Annual Meeting of stockholders on
June 14, 2011.  At the Annual Meeting, the stockholders:

   (1) elected five directors to hold office until the next Annual
       Meeting and until their successors are duly elected and
       qualified, namely: John E. Bagalay, Jr., Nolan Bushnell,
       George Gilder, John E. McConnaughy, Jr., and Steven
       Sprague;

   (2) approved the amendments to the Company's Amended and
       Restated 1994 Employee Stock Option Plan to (i) increase
       the number of shares of Class A Common Stock authorized for
       issuance thereunder from 14,000,000 to 19,000,000 and (ii)
       extend the termination date of the plan from July 1, 2014,
       to July 1, 2019;

   (3) approved the amendments to the Company's Amended and
       Restated 1994 Non-Employee Stock Option Plan to (i)
       increase the amount of both the initial and annual option
       grants to each Director thereunder from 12,000 and 10,000,
       respectively, to 15,000 and (ii) extend the termination
       date of the plan from July 1, 2014, to July 1, 2019;

   (4) approved the compensation of the named executive officers;

   (5) approved the proposal to hold a non-binding advisory vote
       on the compensation of named executive officers every year;
       and

   (6) approved the ratification of the appointment of KPMG LLP as
       the Company's independent registered public accounting firm
       for 2011.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

Wave's independent registered public accounting firm has issued a
report dated March 16, 2010, that includes an explanatory
paragraph referring to its significant operating losses and
substantial doubt about its ability to continue as a going
concern.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed $14.94
million in total assets, $11.85 million in total liabilities and
$3.09 million in total stockholders' equity.


WEST END FIN'L: Lawyer May Be Required to Disgorge Payments
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that fund adviser West End Financial Advisors LLC, which
filed under Chapter 11 in March, finally has approval for the
retention of its law firm, Robinson Brog Leinwand Greene Genovese
& Gluck PC.  In an unusual twist, the firm may be required to give
back money it received before bankruptcy, with no right of review
by the bankruptcy judge.

The report relates that along with approving Robinson Brog's
retention on June 17, U.S. Bankruptcy Judge Stuart M. Bernstein
also called for the appointment of an examiner to investigate the
firm.  While spending no more than $50,000, the examiner will
decide whether the firm charged excessive fees for work performed
before bankruptcy.

The examiner will also determine whether the firm received
so-called preferences, which are payments received before
bankruptcy on overdue legal bills. In addition, the examiner
will decide whether the firm properly accounted for $825,000 it
received from Chartis Specialty Insurance Co.  If the examiner
decides that any money should be given back, the firm must repay
the funds and can't ask the bankruptcy judge to review the
examiner's conclusion.

The U.S. Trustee sought the examiner and had been seeking a
Chapter 11 trustee.

                     About West End Financial

West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.  New York-based West End estimated its assets and debts at
$1 million to $10 million.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as
the Debtors' bankruptcy counsel.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  Mr. Landberg's ultimately resigned from all West End
related entities effective June 2, 2009, following a probe on
misappropriation of funds.

Schedules of assets and liabilities for West End and its
funds showed assets of $400,000 and debt of $6.7 million, not
including $66 million from investors who may or may not be
considered creditors.  Debt includes $5.5 million in secured
claims, according to the schedules.

Secured creditors with the largest claims are DZ Bank ($118.1
million), West LB ($41 million), Iberia Bank ($11.3 million), and
Suffolk County National Bank ($8.3 million).


WESTMORELAND COAL: Appoints SVP and Corporate Controller
--------------------------------------------------------
Westmoreland Coal Company announced the promotion of two employees
to new roles within the Company.  Mr. Joseph Micheletti, former
Mine Manager of the Company's Jewett Mine, was promoted to Senior
Vice President - Coal Operations overseeing mining operations and
Mr. Russell Werner, former Director of Accounting, was promoted to
Corporate Controller.

Mr. Micheletti holds a Bachelor of Science degree in Mineral
Processing Engineering from Montana College of Mineral Science and
Technology.  He joined Westmoreland in August 1998 and has held
several key leadership positions at several Westmoreland mining
projects, prior to his promotion in June 2011.  Mr. Micheletti has
worked in the production, maintenance, processing, and engineering
disciplines of the mining industry for 24 years and sits as a
Director of the Rocky Mountain Coal Mining Institute.

Mr. Werner joined Westmoreland in June 2006 and was named Director
of Accounting in April 2008.  Prior to joining Westmoreland, Mr.
Werner worked for nine years in public accounting.  Mr. Werner
holds a Bachelor of Science degree in Accounting and became a
certified public accountant in 1994.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

The Company's balance sheet at March 31, 2011, showed $787.98
million in total assets, $294.36 million in total debt and a
$173.92 million total deficit.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WINDSOR CHARTER: S&P Raises Rating on Revenue Bonds From 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB-'
from 'BB+' on Colorado Educational and Cultural Facilities
Authority's series 2007A charter school revenue bonds and
series 2007B taxable charter school revenue bonds, supported by
Windsor Academy Building Corp. and issued for Windsor Charter
Academy. The outlook is stable.

"The rating action reflects our opinion of the school's recent
enrollment growth and expense management, thus translating to
1.35x coverage of debt service, which we consider adequate, after
adjustments from adjusted net revenues available for debt
service," said Standard & Poor's credit analyst Carlotta Mills.

"The stable outlook reflects our view of the school's enrollment
growth and our expectation that enrollment will stabilize at a
slightly higher total. We also expect that the school will adjust
its budget in response to further per-pupil funding cuts. Should
expenses rise or per-pupil funding drops so that debt service
coverage declines to less than 1x, there may be negative pressure
on the outlook or rating. Although unlikely during this two-year
outlook period, in our view, if cash and operating margins were to
increase significantly, there may be positive implications for the
rating or outlook," S&P related.


WILLIAM DANIELS: Must Turn Over IRA Funds to Chapter 7 Trustee
--------------------------------------------------------------
Bankruptcy Judge William C. Hillman ruled in various pleadings in
the lawsuit, Warren E. Agin, Chapter 7 Trustee, v. William M.
Daniels, Adv. Proc. No. 09-01276 (Bankr. D. Mass.).  Before the
Court are the Motion for Summary Judgment filed by Mr. Agin, the
Chapter 7 Trustee of the estate of William M. Daniels, the
Opposition to the Motion for Summary Judgment and Cross Motion for
Summary Judgment filed by the Debtor, and the Chapter 7 Trustee's
Motion to Strike the Cross Motion for Summary Judgment filed by
the Trustee.  The proceeding arises from a dispute over retirement
funds held by the Debtor in the form of a profit sharing plan, the
"William M. Daniels Profit Sharing Plan," and two Individual
Retirement Accounts.  The Debtor argues that the funds in both the
Profit Sharing Plan and the IRAs may be exempted from the
bankruptcy estate pursuant to 11 U.S.C. Sec. 522(b)(4), while the
Chapter 7 Trustee argues that the Debtor is not entitled to an
exemption because he has not operated the Profit Sharing Plan in
substantial compliance with applicable tax law, the IRAs were
funded from non-exempt monies transferred from the Profit Sharing
Plan, and the Debtor failed to disclose existence of the IRAs.
The Debtor counters that he has operated the Profit Sharing plan
in substantial compliance with relevant tax regulations, that the
IRAs may be exempted because they were funded with exempt monies
rolled over from the Profit Sharing Plan, and that failure to
disclose existence of the IRAs was immaterial.

In a Memorandum of Decision, dated June 16, 2011, Judge Hillman,
among others, held that the Debtor is barred from claiming the
property as exempt and must turn over the funds currently held in
the IRAs to the Trustee for administration in the bankruptcy
proceeding.  Because the Debtor is not entitled to claim an
exemption in either the Profit Sharing Plan or the IRAs, amending
his bankruptcy schedules would be of no consequence.  Judge
Hillman granted the Chapter 7 Trustee's Motion for Summary
Judgment and denied both the Motion to Strike and the Debtor's
Cross-Motion for Summary Judgment.

A copy of the Court's decision is available at http://is.gd/CWEkxT
from Leagle.com.

                     About William M. Daniels

William M. Daniels filed a Chapter 13 bankruptcy petition (Bankr.
D. Mass. Case No. 07-14988) on Aug. 8, 2007.  The Debtor's
schedules of assets and liabilities and statement of financial
affairs, filed on Sept. 10, 2007, list total assets with a value
of $1,280,314 and claimed exemptions totaling $1,254,232.

On Oct. 22, 2007, the Debtor filed a motion to convert his case
from one under Chapter 13 to one under Chapter 11.  The Court
granted the motion on Nov. 1, 2007.  On March 2, 2009, the Debtor
filed a motion to convert the case to one under Chapter 7, which
was granted on March 3, 2009.

The Chapter 7 Trustee is represented by:

         John G. Loughnane, Esq.
         ECKERT SEAMANS CHERIN & MELLOTT, LLC
         Two International Place, 16th Floor
         Boston, MA 02110
         Tel: 617-342-6885
         Fax: 617-342-6899
         E-mail: jloughnane@eckertseamans.com

The Debtor is represented by:

         Richard J. Cohen
         RICHARD J. COHEN, ESQ., P.C.
         P.O. Box 1085
         Centerville, MA 02632-1085
         http://www.rcohenbankruptcy.com

              - and -

         Timothy J. Burke
         BURKE AND ASSOCIATES
         400 Washington St, Suite 301
         Braintree, MA 02184
         Tel: 781-356-0770


WOLF HOLLOW: S&P Puts 'CCC+' Rating on $260MM Sr. Debt on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' rating on
Wolf Hollow I L.P.'s $260 million senior secured bank facility and
the 'CCC' rating on its $110 million second-lien term loan on
CreditWatch with positive implications. "At the same time, we
revised the recovery rating on the second-lien debt to '1' from
'6'," S&P said.

The rating actions reflect Exelon Corp.'s planned $305 million
acquisition of the Wolf Hollow I power plant. The Public Utility
Commission of Texas must approve the transaction. Exelon expects
the transaction to close in the third quarter of this year.

The $260 million senior secured bank debt consists of a $130
million senior secured term loan ($118 million outstanding as of
Feb. 28, 2011), a $26 million revolving credit facility ($10.1
million drawn as of Feb. 28, 2011), and a $104 million synthetic
letter of credit. The rating on the $110 million second-lien
senior secured term loan maturing in December 2012 is 'CCC'. The
recovery ratings of '1' on the first-lien and second-lien
facilities, indicate expectation of very high (90% to 100%)
recovery if a payment default occurs.


W.R. GRACE: Settles TIPA Patents Dispute WITH Fosroc-Intl
---------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates filed a notice with the
U.S. Bankruptcy Court for the District of Delaware of a settlement
they entered into with Fosroc-Intl and its affiliates with respect
to their patent infringement disputes.

W. R. Grace & Co.-Conn. is the owner of Spanish Patent No. ES
0415799, United Kingdom Patent No. GB(EP)0415799, and Malaysian
Patent No. MY-109490-A, which together with all foreign
counterparts are known as the TIPA Patents.  Grace-SA, Grace-UK
and Grace-MY are licensees of the TIPA Patents.  The Grace
Settlors and Fosroc-Intl, Fosroc-Euco and Fosroc-MY have engaged
in, and are currently engaged in lawsuits in Spain, the United
Kingdom and Malaysia, which primarily involve claims by the Grace
Settlors that the Fosroc Settlors have supplied cement additive
products leading to the infringement of the TIPA Patents.

The current status of those actions is:

  * The liability portion of the first of the two Spanish TIPA
    Patent Actions is substantially completed, except for the
    amount of interests and costs to which Grace-SA is entitled.

  * A hearing in the other Spanish TIPA Patent Action, which
    seeks infringement damages for the period after the filing
    of the first Spanish TIPA Patent Action, has not yet been
    scheduled.

  * The UK TIPA Patent Action is substantially completed, with
    certain costs, fees, and expenses still in dispute.

  * The Malaysian TIPA Patent Action is pending, but no trial
    has occurred and no ruling on validity, infringement
    liability, or damages has yet been made.

  * Although all non-litigated, TIPA Patents in countries other
    than Malaysia and the Philippines have expired as of June 7,
    2011, liability for past infringement under the expired and
    non-litigated, TIPA Patents may still exist.

After engaging in arm's-length negotiations, the Grace Settlors
and the Fosroc Settlors reached a settlement agreement to resolve
their issues regarding the TIPA Patents.  The key terms of the
Fosroc Settlement are:

  (a) The Grace Settlors will agree:

      * to settle all claims anywhere in the world under the
        TIPA Patents, including those which are the subject of
        the TIPA Patent Actions, and those which could have been
        brought or may still be able to be brought in countries
        not involved in the TIPA Patent Actions; and

      * to grant the Fosroc Settlors and their affiliates a
        fully paid-up, worldwide, non-exclusive,
        non-transferable license to make and have made, use and
        have used, sell and have sold products under the TIPA
        Patents, including the right to sublicense customers to
        use products sold by the Fosroc licensees; but Fosroc
        may not otherwise assign or sublicense rights under the
        T1PA Patents; and

  (b) The Fosroc Settlors will make nonrefundable payments to
      the Grace Settlors:

                                              Add'l Amount
                          Amount Payable       Payable By
      Payable to:           On Signing       March 31, 2012
      -----------         --------------     --------------
      Grace                  $220,000           $180,000
      Grace SA                132,727            117,273
      Grace-UK                 27,273             22,727
      Grace-MY Malaysia       220,000            180,000

Oppositions and responses to the Fosroc Settlement are due on June
27, 2011.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Settles EPA's Curtis Bay Admin. Claim for $150,000
--------------------------------------------------------------
W.R. Grace & Co. filed a notice with the Bankruptcy Court stating
that they have entered into a consent agreement and final order
with the Federal Environmental Protection Agency resolving EPA's
administrative claim for postpetition environmental liability.

On or about September 23 and 24, 2008, the Federal Environmental
Protection Agency conducted a Compliance Evaluation Inspection of
the Debtors' Curtis Bay facility located at 5500 Chemical Road, in
Baltimore, Maryland.  After follow-up investigation, on May 21,
2010, the EPA issued a "show cause" letter to the Debtors
asserting violations of certain provisions of the Resource
Conservation and Recovery Act of 1976, the Hazardous and Solid
Waste Amendments of 1984, and State of Maryland hazardous waste
regulations, and the EPA initiated an enforcement process and
sought an unspecified penalty.

The Debtors met with the EPA to review in detail the EPA's
allegations and the Debtors' defenses on July 21, 2010, and in
this meeting, the Debtors explained by the EPA should not seek to
pursue certain allegations, and should not seek a maximum penalty
concerning other alleged violations.

Thereafter, the EPA calculated a penalty of $248,000, which is a
significant penalty but is far less than the maximum that the
agency theoretically could have sought, Laura Davis Jones, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
tells the Court.

After additional negotiations, the Debtors and EPA reached
agreement to resolve the matter by the Debtors' payment of a
penalty of $150,000 without the need for litigation and without
any admission by the Debtor as to liability.

This agreement is set forth in a consent agreement and final order
and is anticipated to become effective when a final order, signed
by the Regional Administrator of U.S. EPA Region III or the
Regional Judicial Officer is filed with the Regional Hearing Clerk
of U.S. EPA - Region III.

Objections to the settlement are due June 21, 2011.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Says Small Minority of Creditors Can't Hold Up Plan
---------------------------------------------------------------
W.R. Grace & Co. filed a consolidated brief that addresses common
and discrete issues in connection with the appeal taken by various
parties in connection with Bankruptcy Judge Judith Fitzgerald's
January 31, 2011 order confirming the Debtors' Plan of
Reorganization.

The Debtors filed a consolidated main brief addressing the
majority of the Appellants' arguments, a brief addressing the
separate and unique arguments raised by the Bank Lender Group and
the Official Committee of Unsecured Creditors,
and a brief addressing the arguments raised by AXA Belgium,
Government Employees Insurance Company, and Republic Insurance
Company.

In their main brief, the Debtors contend that these appeals test
whether a small minority of creditors can hold up confirmation of
a heavily negotiated, thoroughly vetted multi-billion dollar plan
of reorganization that has the overwhelming support of all
impaired classes and that will allow a company to reorganize as a
stronger, healthier company to the benefit of all of its
stakeholders.

The Debtors argue that:

  -- the Bankruptcy Court correctly found in its Confirmation
     Order and Memorandum Opinion that their Confirmed Plan was
     proposed in good faith;

  -- contrary to the Libby Claimants' discrimination claim, the
     Plan and the Trust Distribution Procedures treat all
     Asbestos PI Claimants in a substantially similar manner;

  -- the Plan satisfies the best interests of creditors test;

  -- the classification arguments raised by BNSF Railway
     Company, the state of Montana and Her Majesty the Queen in
     Right of Canada lack merit;

  -- BBNSF's, Montana's and the Crown's arguments about the TDP
     and other issues lack merit;

  -- the injunctions and releases are proper;

  -- Section 1129(b) of the Bankruptcy Code, the "fair and
     equitable" test is inapplicable to the confirmation of the
     Plan because all impaired classes voted to accept the Plan,
     and therefore, the absolute priority rule does not apply;

  -- Garlock lacks standing and its arguments lack merit;

  -- both Anderson Memorial Hospital's ad hominem attacks and
     its legal arguments about the Plan's treatment of PD Claims
     should be rejected; and

  -- Maryland Casualty Company's appeal is improper.

The Debtors point out that their Plan satisfied all of the
requirements for confirmation under the Bankruptcy Code and
applicable Third Circuit law and, therefore, the Bankruptcy
Court's Confirmation Order and Memorandum Opinion should be
affirmed by the District Court.

            Plan Does not Satisfy Confirmation
          Requirements, Committee & Lenders Argue

In their joint Appellants' Brief, the Official Committee of
Unsecured Creditors and certain lenders under the Prepetition Bank
Credit Facilities relate that in the Bankruptcy Court's opinion
and order dated as of May 19, 2009, and the Confirmation Decision,
the Bankruptcy Court ruled that the Bank Lender Group's claims
were "unimpaired," and not entitled to postpetition interest at
the contract default rate, due to the supposed failure of the Bank
Lenders and the Creditors' Committee to establish either a legal
presumption or the fact of Grace's "solvency."  The Bankruptcy
Court also ruled that the Bank Lender Group had failed to
establish the existence of any defaults under their Credit
Agreements that would entitle them to contract default interest.
The Bankruptcy Court confirmed Grace's Plan, which allowed Grace's
shareholders to retain 100% of their equity interests even though
it pays Bank Lenders postpetition interest at a rate lower than
the contract default rate.

The May 2009 Decision and the Confirmation Decision violate
bedrock corporate and bankruptcy law principles that always put
creditors ahead of shareholders, Richard S. Cobb, Esq., at Landis
Rath & Cobb LLP, in Wilmington, Delaware, tells the District Court
on behalf of the Creditors Committee and the Bank Lenders.  He
contends that both Decisions also deviate from the leading Third
Circuit precedent in an insolvent debtor case, which required a
corporate debtor to pay its unsecured creditors in full, including
all of the interest that they would otherwise receive outside of
the bankruptcy, where the sole shareholder retained its equity
interest.

"The rule is thus invariable: creditors must be paid in full if
shareholders keep their shares.  This rule applies in either case,
whether a debtor is solvent or insolvent," Mr. Cobb argues.
Hence, he points out that for these reasons, the Bankruptcy
Court's rulings and findings concerning the Appellants' supposed
failure to establish solvency, or solvency in fact, make no sense
because in a bankruptcy case, a debtor is either solvent or
insolvent and there is no "in-between state" or "third way."

The illogic of the Decisions produces the anomalous result that
Grace shareholders end up doing better in the supposed absence of
proof of solvency or insolvency than they would have done had
either solvency or insolvency been firmly established, Mr. Cobb
alleges.  He asserts that the Bankruptcy Court's ruling that the
Bank Lenders must prove Grace's solvency in order to obtain
standing to enforce their contractual rights in Grace's bankruptcy
cases constitutes reversible error.

Contrary to the Bankruptcy Court's Recommended Findings and
Conclusions to the District Court, Mr. Cobb argues that Grace
failed to meet the burden of satisfying the 13 general
confirmation requirements of Section 1129(a) of the Bankruptcy
Code, together with the "cramdown" requirements of Section
1129(b).  Because of the multiple legal errors of the Bankruptcy
Court, the Confirmation Decision and the May 2009 Decision should
be reversed, the Creditors Committee and the Bank Lender Group
tells Judge Buckwalter.

Accordingly, the Appellants ask the District Court to (i) reverse
the Decisions on the issues addressed by the appeal, and (ii)
remand with instructions to the Bankruptcy Court to order Grace to
pay the amount of principal and undisputed accrued but unpaid
prepetition interest as part of the Bank Lenders' Allowed Claims
and the postpetition interest owed to Bank Lenders at the Credit
Agreements' contractual default rate on the Effective Date plus
applicable fees.

The Creditors Committee and the Bank Lender Group also filed a
notice of supplemental authority to direct the District Court's
attention to the Memorandum Opinion issued in In re General Growth
Properties, Inc., Case No. 09-11977 (Bankr. S.D.N.Y. June 16,
2011) by Bankruptcy Judge Allan L. Gropper.  Judge Gropper held
that a secured creditor was entitled to postpetition interest on
its claim at the contract default rate of 8.95% for the period
from the filing of the debtor's Chapter 11 petition through the
effective date of the plan of reorganization.  The Appellants
assert that in his decision, Judge Gropper addressed several
issues that are raised in their appeals.

Prior to filing their briefs, the parties engaged in word wars
relating to the filing of briefs in excess to the page limit set
by the Bankruptcy Court.  The Libby Claimants argue that the
practical effect of the Debtors' sought relief would be to permit
them to tap unused pages in their brief in responding to other
Appellants' briefs in order to argue beyond the 50-page limit in
response to the Libby Claimants' main brief.  The Debtors agreed
in part and disagreed in part with the relief requested by the
Libby Claimants in their objection and Cross Motion agreeing that
a Libby reply is appropriate because approximately 86 pages of
their Main Brief addressed Libby Claimant issues -- albeit many of
those pages simultaneously addressed general equality-of-treatment
and other issues raised by a variety of Appellants, not just Libby
Claimants, throughout much of the 452 pages of cumulative briefing
filed by all Appellants.

The Bank Lenders, Garlock Sealing Technologies LLC, and BNSF
Railway Company also leave from the District Court to file a reply
in response to the Debtors/Appellees' main brief and in support of
their appeals of the Bankruptcy Court's memorandum opinion
regarding objections to confirmation of the First Amended Joint
Plan of Reorganization.  The District Court permitted the
requesting parties to file response briefs.

                      June 28 Oral Argument

Oral Argument on the Bankruptcy Appeals is rescheduled for
Tuesday, June 28, 2011, at 11:00 a.m., before Judge Ronald L.
Buckwalter in Courtroom 14A, United States Courthouse, 601 Market
Street, in Philadelphia, Pennsylvania.

                     About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bankruptcy Foreclosure Issue Reversed on Appeal
-------------------------------------------------
John Joseph Volin, P.C., Arizona bankruptcy lawyers, said the
reversal of the bankruptcy court's order by the U.S. Bankruptcy
Appellate Panel of the Ninth Circuit in IN RE VEAL will impact
mortgage lenders nationwide.

Trucly Pham, lawyer from John Joseph Volin, P.C., who represented
debtors Howard and Shelli Veal, says, "We asked the court to
require the plaintiffs to produce evidence showing their legal
right to possess and enforce the promissory note, for which the
mortgage was security.  When the court ruled against us, we filed
two appeals."  Pham argued both appeals.

The first appeal challenged the bankruptcy court's order granting
relief from the automatic stay to appellee Wells Fargo Bank, N.A.,
as Trustee for Option One Mortgage Loan Trust 2006-3, Asset-Backed
Certificates Series 2006-3, which would allow it to proceed with
the foreclosure.

The second appeal challenged the bankruptcy court's order
overruling their objection to a proof of claim filed by appellee
American Home Mortgage Servicing, Inc.

In each appeal, the issue is whether the appellee established its
standing as a real party in interest to pursue the requested
relief.

The Panel determined that the record does not support the
bankruptcy court's finding that Wells Fargo had standing, so it
reversed the relief from stay order.  In AHMSI's claim objection
appeal, the Panel held that the bankruptcy court did not make
findings necessary to determine AHMSI's standing as a person
entitled to enforce the Veals' obligations, so it vacated the
claim objection order, remanding it for further proceedings.

"The problem is notes and mortgages are bought and sold so
frequently that it is often impossible for the homeowner to know
who the real owner of the promissory note and mortgage is," Joe
Volin says.

Pham says, "The Bankruptcy Panel's opinion means that in the
future legal proof will be required and that the mortgage industry
should not be allowed any shortcuts."

"The lack of evidence submitted by American Home in this case is
appalling to say the least but typical of what is normally filed
by mortgage servicers in consumer bankruptcy cases," says North
Carolina consumer bankruptcy attorney Max Gardner.


* Availability of Financing Surges as Bankruptcies Decline
----------------------------------------------------------
With the markets essentially awash in funds, the first quarter of
2011 was characterized by reduced yields, tightening spreads,
looser covenants, a surging high yield market, heavy refinancing
activity, and increased capital available for debtors as
bankruptcies declined (but only to set the stage for a likely
resumption not too far down the road), according to the latest
Financial Restructuring Quarterly from the investment banking firm
of Morgan Joseph TriArtisan LLC.

"The debt capital markets warmed up in 2010 and caught fire in
1Q2011," commented James D. Decker, who heads the Morgan Joseph
Restructuring Group.  With yields and structures for larger,
better rated credits heading towards pre-Lehman levels, he points
out that outstandings have contracted nearly $14 billion, with
approximately $29.5 billion flowing into prime funds and other
institutional accounts.

Even with new issue volume up, Mr. Decker adds, approximately 50%
of the 1Q2011 activity was repricings of existing deals.  "Unless
the funds flow reverses course or M&A activity picks up to absorb
the excess demand, borrowers can expect a continuing move towards
friendly pricing and structures," he says.

Among other points made in the Quarterly:

    * With most defaults tending to occur within two to four years
of issuance, the lack of new loan volume in 2008 and 2009 portends
a smaller pool of potential defaulters, but the pickup during 2010
in leveraged loan and high yield issuance, particularly among
lower rated credits, suggest "busier times" on this front next
year.

    * Despite easier money and more available leveraged lending,
M&A volume had generally been muted.  One possible reason: with
the number of sponsor backed companies having more than doubled
since 2004, sponsors have become selective sellers seeking top
multiples and, unwilling to sell otherwise, have contributed to
the growth of sponsor-owned inventory.  At the same time, with
excessive capital in the private equity system and professional
sellers dominating, buying right is a tough proposition.  However,
the fuel of a hot financing market proved potent in 1Q2011, as
aggregate M&A transaction values showed a marked year over year
increase despite declines in overall deal counts.

On the financing front, the Morgan Joseph Quarterly Report
comments that debtor-in-possession (DIP) financing, despite the
reduction of perceived risk of providing debtors with new capital,
LIBOR spreads recently ranged 200 to 300 basis points higher than
at pre-Lehman vintage facilities and are consistent with rates
obtained over the past two years.  Meanwhile, with fewer large
cases, the average DIP facility has decreased.

Elsewhere, along with reductions in original issuance discounts,
interest rates and other financial terms, the Quarterly notes that
pricing has always been the first to go as lenders begin feeling
competition and a need to put capital to work.  "What we see as
even more telling of the inherent imbalance of supply and demand
in the lending markets," says Mr. Decker, "is the willingness to
loosen or eradicate key structural protection mechanisms in
documents such as financial covenants."  Morgan Joseph estimates
that "covenant-lite" loans in the first quarter represented nearly
1 out of every 4 deals, "almost equaling the pro-rata share of the
go-go market of 2007."

The report also observes that asset based loan competition is
fierce, with average pricing declining for the seventh straight
quarter and down almost 100 basis points year over year and 25
basis points from the fourth quarter of 2010.  And, with new issue
leveraged loans the most active in the first quarter in two years,
pricing on larger loans continued to fall, while spreads on middle
market deals remained, for now, flattish.

               About Morgan Joseph TriArtisan LLC

Morgan Joseph TriArtisan LLC -- http://www.mjta.com-- is a
merchant bank engaged in providing financial advice, capital
raising and private equity investing.  The firm's services include
mergers, acquisitions and restructuring advice, in addition to
private placements and public offerings of equity and debt, as
well as research and trading services for institutional clients.

The four Officers of the Morgan Joseph Financial Restructuring
Group collectively have over 60 years of financing, M&A and
restructuring experience.  Since 2001, they have completed more
than 80 company and creditor transactions, and restructured
approximately $25 billion of debt in in-court and out-of-court
transactions.


* May Claims Trading Declines with Lehman Activity Down
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the $2.069 billion in claim trading during May 2011
was the third lowest in the past year, according to data compiled
from court records by SecondMarket Inc.  Given the linkage between
major Chapter 11 filings and the amount of claim trading, there
won't be an uptick in the immediate future, according to a report
from Morgan Joseph TriArtisan Group Inc.   As usual, Lehman
Brothers Holdings Inc. was responsible for the bulk of trades
reported last month to the country's bankruptcy courts.  Lehman
alone generated $1.619 billion in traded claims, or 78% of the
total in dollar amount.

According to Mr. Rochelle, in April Lehman claims amounted to
$1.84 billion or 84% in amount of all reported transfers.  There
were 239 separate Lehman claim trades in May, equaling 34% in
number of all traded claims, SecondMarket said.  New York-based
SecondMarket, a service of New Generation Research Inc., describes
itself the largest secondary market for illiquid assets.

An increase in claim trading won't be in the offing this year, if
Morgan Joseph sees the future accurately.  The New York based
investment bank said that "with default rates low and new issues
growing, it may be awhile before a lot of restructuring
professional are busy again."

The dearth of major new bankruptcy filings is due in part to "many
lenders' willingness to kick the can in the past two years,"
Morgan Joseph said. Given how many bankruptcies result from recent
bond issuances, the lack of many new issues in 2008 and 2009
"means the pool of potential defaulters today is smaller," the
report said.

The "significant increase" in sales of new bonds in 2010 suggests
that "busier times should arrive for restructuring professionals
in 2012," the bankers predict.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***