TCR_Public/110624.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, June 24, 2011, Vol. 15, No. 173

                            Headlines

4KIDS ENTERTAINMENT: Selects BDO Capital as Fin'l Advisors
ALLEN FAMILY: Rival Mountaire Farms to Buy Most of Assets
AMERICAN SCIENTIFIC: Enters Into NSOs with Two Directors
ANGARAKA LIMITED: Court Moves Case Dismissal Hearing to July 25
ANGARAKA LIMITED: Court Defers Chapter 11 Plan Hearing to July 25

ANGELO & MAXIE'S: Sells and Sets Aug. 3 Confirmation
ANNA NICOLE SMITH: Supreme Court Rejects $449-Mil. Inheritance
APPLIED MINERALS: Four Directors Elected at Annual Meeting
ART ONE: Court Junks Cash Collateral Motion as Moot
BANKRATE INC: S&P Upgrades Corporate Credit Rating to 'BB-'

BERNARD L MADOFF: Feeder Funds Alter $212 Million Settlement
BLOCKBUSTER INC: Icahn Loses Bid for Sanctions vs. Small Law Firm
BOCA BRIDGE: Can Use Cash Collateral Until June 30
BOOMERANG SYSTEMS: To Effect 1-for-20 Reverse Stock Split
BROADVIEW NETWORKS: Moody's Cuts Corp. Family Rating to 'Caa1'

CAPMARK FINANCIAL: Court Approves Sale of Loans to Bancorp
CATALYST PAPER: To Assess Improvements to Capital Structure
CAVICO CORP: Receives NASDAQ Non-Compliance Notice
CDC PROPERTIES II: Files Schedules of Assets & Liabilities
CIT GROUP: Sues Tyco to Halt End-Run on Chapter 11 Plan

CLAUDIO OSORIO: Investor Opposes Discharge of $4 Mil. Debt
CLEARWATER NATURAL: Howell-Kinzer Loses Bid to Reinstate Claim
CLS RENTAL: Owner of Nashville Properties in Chapter 11
CONOLOG CORPORATION: Posts $349,600 Net Loss in April 30 Quarter
CRACKER BARREL: S&P Affirms 'BB-' Corporate Credit Rating

CROWN MEDIA: Plans to Offer $300 Million of Senior Notes Due 2019
CYBEX INTERNATIONAL: Gets Non-Compliance Notice from NASDAQ
DELTA AIR LINES: Fitch Affirms 'B-' Issuer Default Rating
DELTRON INC: Chris Kelliher as Board Member
DOLE FOOD: Moody's Rates Senior Secured Term Loans 'Ba2'

DOWLING COLLEGE: Moody's Maintains 'B3' Bond Rating on Watchlist
DRUMM INVESTORS: S&P Assigns 'B+' Corporate Credit Rating
DYNA-GO PROPERTIES: Trustee Approves Appraiser for Land Swap
DYNEGY INC: Seven Directors Elected at Annual Meeting
E.DIGITAL CORPORATION: Recurring Losses Prompt Going Concern Doubt

EL PASO PIPELINE: S&P Affirms Issue-Level Rating at 'BB'
ELLICOTT SPRINGS: Kutner Miller Removed from Reorganization Case
EMMIS COMMUNICATIONS: To Sell Controlling Interest in Stations
ENCOMPASS GROUP: J.H. Cohn LLP Raises Going Concern Doubt
EVANS INDUSTRIES: 5th Cir. Says Insurance Transferred to Buyer

EVANS OIL: Has Until July 14 to Propose Chapter 11 Plan
FAIRFAX CROSSING: Modifies Second Amended Plan
FKF MADISON: Committee Seeks More Time to Challenge Lender's Liens
FRASSATI RESIDENCE: Moody's Upgrades Letter of Credit Rating
GAMETECH INT'L: Amends Loan Agreement with U.S. Bank, et al.

GENERAL MOTORS: Dist. Court Says Ex-Employee's Suit Can't Proceed
GRAHAM PACKAGING: Fitch Revises Watch Status on 'B' IDR to Neg.
GRAMERCY PARK: Stay Lifted on Sole Assets, Wants Case Dismissed
GRAPHIC PACKAGING: S&P Upgrades Corporate Credit Rating to 'BB'
GRUBB & ELLIS: Rispoli & Engel to Receive Transaction Bonuses

GSC GROUP: Settles With SEC Over Magnetar CDO Disclosure
HAWAIIAN TELCOM: Moody's Assigns 'B1' Corporate Family Rating
HILL TOP: To Sell Assets to Weatherford Artificial for $3.7MM
HINESLEY FAMILY: Founder's Son Allowed $92,200 Gen. Unsec. Claim
HONDO MINERALS: Posts $376,800 Net Loss in April 30 Quarter

HORIZON BANCORP: Six Directors Elected at Annual Meeting
INDIANA EQUITY: Court Approves Crane Heyman as Attorneys
INDIANA EQUITY: Files Schedules of Assets And Liabilities
INNKEEPERS USA: Shareholders Defend $3.5 Million from Plan
JACKSON HEWITT: Trustee Forms Three-Member Creditors Committee

JACKSON HEWITT: Committee to Fight Reorganization Plan
L-1 IDENTITY: S&P Lowers Corporate Credit Rating to 'B'
LAS VEGAS MONORAIL: To Present Plan for Confirmation on Sept. 14
LAS VEGAS MONORAIL: Receives Tentative Nod of Plan Outline
LE-NATURE'S INC: Podlucky Pleads Guilty to Fraud Charges

LOUISIANA TRANPORTATION: Fitch Downgrades Loan Rating to 'B-'
MARVKY CORP: Court Confirms Third Amended Plan
MIDWEST THEATRES: Converted to Ch. 7; Theatres to Remain Open
NEWPORT TELEVISION: S&P Affirms 'B-' Corporate Credit Rating
NO FEAR RETAIL: Seeks Termination of Foreign Trademark Rights

NUANCE COMMUNICATIONS: S&P Keeps 'BB-' Corporate Credit Rating
OLSEN AGRICULTURAL: To Tap Lender's Cash Collateral
PARLIAMENT COACH: Settles With Creditors to Emerge From Bankruptcy
PATRICIA KLUGE: Files for Chapter 7 Bankruptcy Protection
PARTSEARCH TECHNOLOGIES: WARN Suit Accord Approved on Final Basis

PETRA FUND: Parent Puts Two Properties on Auction Block
PHILADELPHIA ORCHESTRA: Bankrupt But CEO Gets $597,000 A Year
PHILADELPHIA ORCHESTRA: Committee Taps Deloitte Fin'l Advisor
PHILADELPHIA ORCHESTRA: Morgan Lewis OK'd for ERISA Advice
PHILADELPHIA ORCHESTRA: Center Members Name New Directors

PILGRIM'S PRIDE: Won't Violate Debt Covenants, CEO Says
PIONEER VILLAGE: Emerges From Chapter 11 Bankruptcy Protection
PJ FINANCE: Wants Lease Decision Period Extended Until Oct. 3
PLATINUM PROPERTIES: PPV Files Schedules of Assets and Liabilities
PRM DEVELOPMENT: Court Confirms Third Amended Plan

PROJECT ORANGE: Wins Court Approval of Creditor-Payment Plan
PSGAMEGEAR SPORTS: Files For Chapter 11 Bankruptcy Protection
R. SHAWN ELLIS: Elk Valley Cautions Investors on New Venture
RAY ANTHONY: Seeks to Sell Equipment to Red White for $9.6MM
RAY ANTHONY: Wins Nod to Hire Swartz Campbell as Special Counsel

RAY ANTHONY: Court Lifts Stay for Liquidation of Collateral
RASER TECHNOLOGIES: Plan to Give 100% of Equity to Linden, et al.
READER'S DIGEST: S&P Affirms 'B' Corporate Credit Rating
RIVIERA HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating
ROBB & STUCKY: Samson Chair Buys Name, Other IP Assets

ROTHSTEIN ROSENFELDT: US Doesn't Want Rothstein Deposed by Others
ROTHSTEIN ROSENFELDT: Judge OKs  Settlement With Kimberly
ROZANNA MULHOLLEN: Lender Still Awaiting for Fin'l Documents
ROOSEVELT LOFTS: To Sell Assets to Greystar for $95 Million
RICHARD HAISFIELD: Creditor Wants Liquidation to Pay Claims

ROBINO BAY COURT: Seeks Approval to Sell Substantially All Assets
ROCHA DAIRY: U.S. Trustee Forms 5-Member Creditors' Panel
ROSSCO HOLDINGS: Hearing on College Station Sale Reset to June 28
RUDERMAN CAPITAL: Poker Losses Partly Recovered in Fraud Lawsuit
SATELITES MEXICANOS: Incurs $13.88 Million Net Loss in 2010

SEARS HOLDINGS: Fitch Downgrades 'B' Issuer Default Rating
SECOND AVENUE: To Remain Open Through Bankruptcy
SECURESOLUTIONS LLC: Cites Effects of 2006 Fraud for Woes
SHAMROCK-SHAMROCK: Seeks to Employ Sue Ranto as Accountant
S.H.S. RESORT: Judge Williamson Approves Restructuring Plan

SIX FLAGS: Files S-3 for Shares Distributed After Emergence
SKY LOFTS: Files 2nd Amended Chapter 11 Plan
SONJA MORGAN: Appeals Court Upholds $7-Mil. Ruling Against Her
SONFISH LLC: To Close Four to Six Locations
SOUTH OF THE STADIUM: Chapter 11 Filing Delays Foreclosure

SUPER STOP: Owners of 8 Gas Stations in Chapter 11
SOMERSET PROPERTIES: Court Enters 7th Interim Cash Coll. Order
SPOT MOBILE: Incurs $1.25 Million Net Loss in April 30 Quarter
STRATEGIC AMERICAN: Incurs $8.3-Mil. Net Loss in April 30 Qtr.
STRATUS MEDIA: Secures 95% Ownership of ProElite

SUD PROPERTIES: Leland, NC Developer in Chapter 11
SYMBION INC: S&P Raises Corporate Credit Rating to 'B'
TARRAGON CORP: CB Richard Acquires 800 Madison Luxury Building
TERRESTAR NETWORKS: Dish's $1.375-Bil. Offer to Lead Auction
THORNBURG MORTGAGE: Trustee Investigates BofA and Countrywide

TIMOTHY BLIXSETH: CrossHarbor Buys Yellowstone Club Compound
TODD BRUNNER: Real Estate Owner Filed Personal Bankruptcy Case
TOM LOCHTEFELD: July 1 Hearing on Key Lease Dispute
TRANS-LUX: Board Approves Comprehensive Restructuring Package
TRANSWEST RESORT: Gets Extension to Use Cash Coll. Until Sept. 1

TRICO MARINE: Has Final OK to Use Cash Collateral Until July 31
TRICO MARINE: Court to Tackle Tennenbaum Claims at July 18 Hearing
TRUE NORTH: Has Disputes With Competitor, Big Law Firm
UBRAN BRANDS: Wants Until July 20 to File Chapter 11 Plan
US AIRWAYS: S&P Assigns Prelim. B Rating on Class C Certificates

US AIRWAYS: Moody's Assigns 'B3' Rating to Class C Certificates
USA SPRINGS: Plans to Borrow $60 Million From Malom Group
VALENCE TECHNOLOGY: Enters Into Amendment No.4 to Wm Sales Pact
VENTO FAMILY: Gets OK to Use Rental Income to Fund Bankruptcy
VICTORVILLE PARTNERS: Files for Chapter 11 Bankruptcy Protection

VICTOR VALLEY: 2nd Amended Liquidating Plan Approved
VILICA LLC: Court Approves Coldwell Banker as Real Estate Broker
VILICA LLC: Court Approves Weaverville as Real Estate Broker
W&K STEEL: Judge Orders Chapter 7 Liquidation
WAGSTAFF MINNESOTA: Committee Taps Freeborn & Peters as Counsel

WASHINGTON MUTUAL: Investors Renew Fight For Insider Trading Docs
WASHINGTON MUTUAL: Noteholders Group Object to Sixth Amended Plan
WCK INC: Files List of Largest Unsecured Creditors
WESTRIM INC: Die Cuts Purchases Assets & IP Property of Blue Moon
WORLDGATE COMMUNICATIONS: J. Calarco Resigns as Controller & VP

Z TRIM HOLDINGS: Inks 3-Year Agreement with Dept. of Agriculture
ZOEY ESTATES: Files List of Largest Unsecured Creditors

* Court Decision Maintains Limits on Specialty Court Authority
* 10th Circuit Sides With 9th on Supreme Court Question

* JPMorgan, RBS Units Sued Over $800M in Risky MBS

* State to Take Charge of Turning Around Detroit's Worst Schools

* Bridgewater Associates Launches Largest New Hedge Fund
* Kramer Levin Named Law Firm of the Year by ACG/M&A Advisor

* BOOK REVIEW: Courts and Doctors


                           *********


4KIDS ENTERTAINMENT: Selects BDO Capital as Fin'l Advisors
----------------------------------------------------------
4Kids Entertainment, the global children's entertainment and
merchandise licensing company, announced that it has selected BDO
Capital Advisors, LLC as its exclusive financial advisor and
investment banker to assist the Company through a Chapter 11
restructuring.

4Kids Entertainment, Inc., together with certain of its
affiliates, filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Southern District of New York on April 6,
2011.

On June 21, 2011, the Bankruptcy Court approved the retention of
BDO Capital as the exclusive financial advisor and investment
banker to 4Kids.  "We selected BDO Capital to assist us based on
their extensive knowledge and experience with the Chapter 11
process and their recent success in the children's media space,"
said Bruce Foster, Executive Vice President and Chief Financial
Officer of 4Kids.

BDO Capital advised the debtor in the Chapter 11 filing of
WordWorld, LLC, a children's media and education company that
resulted in an investment of fresh capital from a large
institutional investor.  "We were pleased with the response by the
capital markets in the children's media space in WordWorld, and we
look forward to re-engaging with interested parties on behalf of
4Kids," said Jeffrey R. Manning, a Managing Director at BDO
Capital and head of its special situations practice.

Jeffrey T. Varsalone, a Director at BDO Capital echoed Manning's
sentiments, adding "We have already received reverse inquiries
from interested parties.  BDO Capital is working with the Company
on refining the business model for the future, and together we are
starting to reach out to key partners to discuss the restructuring
and timing of the potential recapitalization.  We will also be
exploring other strategic alternatives for the Company," said
Varsalone.

"We are excited about the future of 4Kids," said Foster.  "We look
forward to emerging from Chapter 11 well positioned to capitalize
on future opportunities."

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is a
diversified entertainment and media company specializing in the
youth oriented market, with operations in the following business
segments: (i) licensing, (ii) advertising and media broadcast, and
(iii) television and film production/distribution.  The parent
entity, 4Kids Entertainment, was organized as a New York
corporation in 1970.

4Kids Entertainment, along with affiliates, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-11607) on
April 6, 2011.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
claims and notice agent.  The Debtors disclosed $23,372,877 in
total assets and $16,526,747 in total debts as of the Chapter 11
filing.

An official committee of unsecured creditors has not yet been
appointed by the Office of the United States Trustee.


ALLEN FAMILY: Rival Mountaire Farms to Buy Most of Assets
---------------------------------------------------------
Deborah Gates at DelmarvaNow.com reports that Mountaire Farms Inc.
has a purchase agreement to buy most assets of local competitor
Allen Family Foods Inc. of Seaford.  Seaford Milling Co., a newly
formed affiliate of Mountaire Farms of Delaware Inc., would buy
Allen hatcheries in Seaford and Dagsboro, the Seaford
administrative office, a Seaford feed mill, processing plants in
Harbeson and Cordova and a rendering plant called JCR Enterprises
in Linkwood.

According to the report, a bankruptcy court is expected to decide
in up to 45 days on a bidding process for Allen assets and the
purchase agreement between Mountaire and Allen, said Michael
Tirrell, vice president of human resources and business services
at Mountaire in Millsboro.

                        About Allen Family

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

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

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


AMERICAN SCIENTIFIC: Enters Into NSOs with Two Directors
--------------------------------------------------------
American Scientific Resources, Incorporated, entered into a Non-
qualified Stock Option Agreement with each of Mr. Thomas W.
Materna, a director of the Company, and Mr. Felix Reznick, also a
director of the Company.  Pursuant to their respective NSO's, Mr.
Materna and Mr. Reznick were granted a non-qualified stock
purchase option to purchase up to an aggregate of 260,000 shares
and 650,000 shares, respectively, of common stock, par value
$0.0001, of the Company.

Subject to the terms and conditions of the American Scientific
Resources, Inc., 2011 Incentive Stock Plan, the Non-qualified
Options vest immediately upon issuance and have an exercise price
of $0.40, which is at least 100% of the closing price.  The NSO
Exercise price may be paid, among other things, on a cashless
basis, and are exercisable during the term that the Optionee
serves as a director.  The Non-qualified Options expire, and all
rights to purchase the NSO Shares shall terminate, on June 9,
2016.  Upon (i) the occurrence certain circumstances described in
the NSO, the Company may repurchase all or any portion of the NSO
Shares of an Optionee, at the applicable price set forth in the
NSO.  In the event that an Optionee desires to transfer any NSO
Shares during such Optionee's lifetime, the Optionee shall first
offer to sell such NSO Shares to the Company.

The Company entered into an Incentive Stock Option Agreement with
Mr. Christopher F. Tirotta, the Company's Chief Executive Officer,
and Mr. Jason Roth, the Company's Senior Vice President and
Director of Business Development.  Pursuant to their respective
ISO's, each ISO Optionee was granted incentive stock purchase
options to purchase up to an aggregate of 1,300,000 shares of
common stock, par value $0.0001, of the Company.

Subject to the terms and conditions of the Plan, the Incentive
Stock Options vest immediately upon issuance, have an exercise
price of $0.40, which is at least 110% of the closing price.  The
Incentive Stock Options are exercisable during the term that the
Optionee is an employee of the Company.  The Incentive Stock
Options shall expire, and all rights to purchase the ISO Shares
shall terminate on, June 9, 2016.  Under certain circumstances
described in the ISO's, the Company may repurchase all or any
portion of the ISO Shares of an ISO Optionee at the applicable
price set forth in the ISO.  In the event that an ISO Optionee
desires to transfer any ISO Shares during his lifetime, such ISO
Optionee will first offer to sell his ISO Shares to the Company.

On June 10, 2010, the Company entered into an Incentive Stock
Option Agreement  with Mr. Christopher F. Tirotta, the Company's
Chief Executive Officer, and Mr. Jason Roth, the Company's Senior
Vice President and Director of Business Development.

                    About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company's balance sheet at March 31, 2011, showed
$1.0 million in total assets, $6.0 million in total liabilities,
and a stockholders' deficit of $5.0 million.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


ANGARAKA LIMITED: Court Moves Case Dismissal Hearing to July 25
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District Of Texas
continued until July 25, 2011, at 10:30 a.m., (prevailing central
time), the hearing to consider Texas Comptroller of Public
Accounts' request to dismiss the Chapter 11 case of Angaraka
Limited Partnership.

In February, the Texas Comptroller filed a motion seeking a
dismissal of the Chapter 11 case.  The Texas Comptroller explained
that under the Texas Business Organizations Code, an entity that
has had its corporate charter forfeited is required to wind up its
operations and cease operating its business in the ordinary
course, except to the extent necessary to wind up its business.
It added that while the Debtor, a dissolved Texas partnership on
the Petition Date, is permitted to file bankruptcy to propose a
liquidating plan under Chapter 11 or a Chapter 7 liquidation, it
is not eligible to file a plan of reorganization under Chapter 11
to carry on its business.

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 10-33868) on May 31, 2010.
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Texas, assist the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million
to $50 million.


ANGARAKA LIMITED: Court Defers Chapter 11 Plan Hearing to July 25
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
continued the hearing on the confirmation of Angaraka Limited
Partnership and C-III Asset Management LLC's proposed Chapter 11
plan of reorganization until July 25, 2011, at 10:30 a.m.

As reported in the May 11, 2011 edition of the Troubled Company
Reporter on May 11, 2011, the parties are set to conduct discovery
in connection with C-III Asset's objection to the Debtor's
proposed plan, and need additional time to complete the discovery
prior to the confirmation hearing.

Angaraka and C-III Asset were set to conduct discovery next week,
during which expert reports will be exchanged.  Depositions will
be conducted in the subsequent three weeks.

Last year, the Debtor filed a proposed plan that contemplates that
the Debtor will continue to operate the business and will payoff
claims from funds generated from business operations.  Under the
plan, the lender will receive a note in the amount due of its
secured claim, with the note payable over 24 months, and bearing
interest at a rate of 4.35% per year.  Each holder of an allowed
unsecured claim will receive over a period of six months from the
Effective Date, two equal payments payable on each quarterly
distribution date until the claim is paid in full.  The holders of
equity interests will retain their interests in the reorganized
Debtor.  A full-text copy of the explanatory disclosure statement
is available for free at

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

                About Angaraka Limited Partnership

Newport Beach, California-based Angaraka Limited Partnership, in
November 2005, acquired and assumed indebtedness secured by, among
other things, a Deed of Trust on four, Class B/C, garden-apartment
properties located in the Dallas/Fort-Worth Metroplex.  The
Properties -- Woodchase, Clarendon, Keller Oaks, and Sycamore
Hills -- total 750 units and range in date of construction from
1979 to 1983.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 10-33868) on May 31, 2010.
Vincent P. Slusher, Esq., and J. Seth Moore, Esq. at DLA Piper LLP
US, in Dallas, Texas, assist the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.


ANGELO & MAXIE'S: Sells and Sets Aug. 3 Confirmation
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Angelo & Maxie's will hold a confirmation hearing on
its reorganization plan on Aug. 3, according to Jonathan
Pasternak, a lawyer for the restaurant.  A bankruptcy judge ruled
at a June 21 hearing that he will approve the explanatory
disclosure statement, Mr. Pasternak said in an e-mail.

Mr. Rochelle recounts that the restaurant sold the business to
Landry's Restaurants Inc.  Landry's, based in Houston, paid about
$3 million for the 230-seat restaurant.  From the total, $1.19
million covered secured debt that Landry's acquired while $160,000
was set aside for unsecured creditors and $225,000 went toward
expenses of the Chapter 11 case.  An additional $339,000 was used
to cure breaches of the lease.

According to the report, unsecured creditors with about $530,000
in claims are to split up the $160,000, plus recoveries from
lawsuits.  The official creditors' committee supports the plan,
Mr. Pasternak said.

Angelo & Maxie's, LLC, owns and operates Angelo & Maxie's, a
deco-style steakhouse at 19th Street and Park Avenue South in
Manhattan.  The Company filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 11-11112) in Manhattan on March 14, 2011.  Dawn
K. Arnold, Esq., at Rattet Pasternak, LLP, in Harrison, New York,
serves as counsel.  The Debtor estimated up to $1 million in
assets and debts of $1 million to $10 million as of the Chapter 11
filing.


ANNA NICOLE SMITH: Supreme Court Rejects $449-Mil. Inheritance
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court, for the second time in less
than 30 years, ruled that Congress violated the Constitution by
giving too much power to bankruptcy judges.  The case involved the
late Anna Nicole Smith, a former Playboy model, and the estate of
J. Howard Marshall, a Texas billionaire to whom she was briefly
married.

The 5-4 decision clamps down on the ability of bankruptcy judges
to make rulings on disputes governed by state law.  The decision
"passes the ball back to Congress and the Judicial Conference to
try to figure how to administer the bankruptcy system
efficiently," said Jay Westbrook, a law professor at the
University of Texas in Austin.

The ruling also ended any chance for Smith's heirs to collect a
$449 million judgment against the Marshall estate, said Eric
Brunstad, a lawyer for the estate with Dechert LLP in Hartford,
Connecticut, and a professor at Yale Law School.

Mr. Rochelle recounts that the Supreme Court ruled in 1982 that
changes to bankruptcy law made in 1978 violated the Constitution,
by giving bankruptcy judges powers that may be exercised only by
so-called Article III district judges who have life tenure, are
confirmed by the Senate, and are protected from having their
salaries reduced.  In the 1982 opinion, called Northern Pipeline,
the court said bankruptcy law was unconstitutional because it gave
bankruptcy judges the right to make final rulings on issues of
state contract law.

In Smith's bankruptcy, the Marshall estate filed a claim and
Smith, in turn, filed a counterclaim for defamation against
Marshall's son, the executor.  Chief Justice John Roberts, in a
38-page opinion for the majority, ruled that Smith's counterclaim
was a core proceeding as defined in bankruptcy law.  That would
entitle the bankruptcy judge to issue a final ruling.  Chief
Justice Roberts, though, said the law violated the Constitution by
giving powers to the bankruptcy judge that are reserved for
Article III judges.  While Northern Pipeline argued that it was
unconstitutional to allow bankruptcy judges to make final rulings
on state-law contract claims, Justice Roberts said the same holds
true for state-law tort claims such as defamation.

Justice Stephen G. Breyer, in a 17-page dissenting opinion joined
by Justices Ruth Bader Ginsburg, Sonia Sotomayor and Elena Kagan,
found no violation of the Constitution and said the 1984 law was
in accord with the 1982 Northern Pipeline ruling.

                      About Anna Nicole Smith

Anna Nicole Smith, formally known as Vickie Lynn Hogan, filed
under Chapter 11 in 1996 as part of a struggle over the estate of
J. Howard Marshall, whom she married in 1994 when she was 26 and
died barely a year after they were wed.  Ms. Smith, a former
Playboy model and actress, died in February 2007.

Mr. Marshall left his estate to his son, E. Pierce Marshall, and
nothing to Ms. Smith.  Ms. Smith, alleging that her husband had
promised to leave her a large share of the estate, won a ruling
from a bankruptcy judge in 2000 awarding her $475 million from Mr.
Marshall's estate.  A federal judge in 2002 reduced that amount to
$89 million.  The U.S. Court of Appeals for the Ninth Circuit in
San Francisco threw out the judgment in 2004, holding that the
bankruptcy court didn't have jurisdiction over probate matters.

The U.S. Supreme Court in May 2006 issued a decision, overruling
the appeals court and finding that the bankruptcy court had
jurisdiction, even though the issues also could have been decided
in the Texas probate court.  The Supreme Court remanded the case
for the federal appellate court to decide whether her victory in
the bankruptcy and district courts was knocked out because a Texas
probate court had entered judgment first against her.

On remand from the Supreme Court, the 9th Circuit issued its
decision in March 2010, concluding that the bankruptcy court
didn't have so-called core jurisdiction.  The 9th Circuit noted
that before the U.S. district court was able to enter judgment in
her favor, the Texas probate court had entered judgment against
her saying she was entitled to nothing from her deceased husband's
estate.

In September 2010, the Supreme Court agreed to take a second look
at disputes arising in and related to Ms. Smith's 1996 bankruptcy
case and her entitlement to payment of the $449 million bankruptcy
court judgment.


APPLIED MINERALS: Four Directors Elected at Annual Meeting
----------------------------------------------------------
Applied Minerals, Inc., held its 2011 Annual Meeting of
Shareholders at Grand Hyatt New York, which was simultaneously
webcast at www.virtualshareholdermeeting.com/AMNL2011.  The
Shareholders elected four members to the board of directors, each
to serve until the next annual meeting of shareholders or until
their successors are elected and qualified: (1) John Levy, (2)
Evan Stone, (3) David Taft and (4) Andre Zeitoun.  The
Shareholders also ratified the appointment of PMB Helin Donovan as
the Company's independent registered public accounting firm.

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss of $4.77 million for 2010,
compared with a net loss of $6.77 million for 2009.  The Dragon
Mine property has yet to produce any significant revenue and, as
such, the Company generated no gross profit for the twelve months
ended Dec. 31, 2010, and 2009.

The Company's balance sheet at March 31, 2011, showed $5.23
million in total assets, $5.77 million in total liabilities and a
$543,994 total stockholders' deficit.

As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP,
in Spokane, Washington, after auditing the Company's financial
statements for the year ended Dec. 31, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has an accumulated
deficit from operations and a net deficiency in working capital.

Applied Minerals in its Form 10-Q acknowledged that it has
incurred material recurring losses from operations.  At March 31,
2011, the Company had aggregate accumulated deficits prior to and
during the exploration stage of $33,239,435, in addition to
limited cash and unprofitable operations.  For the period ended
March 31, 2011 and 2010, the Company sustained net losses before
discontinued operations of $1,343,240 and $1,084,299,
respectively.  These factors indicate that the Company may be
unable to continue as a going concern for a reasonable period of
time, according to the quarterly report.


ART ONE: Court Junks Cash Collateral Motion as Moot
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, dismissed ART One Hickory Corporation's motion for
authority to use cash collateral as moot.

The order came after the Court approved a 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.


BANKRATE INC: S&P Upgrades Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
existing secured debt ratings on North Palm Beach, Fla.-based
Bankrate Inc. to 'BB-' from 'B'. "We also removed all existing
ratings from CreditWatch, where they had been placed with
positive implications on June 7, 2011," S&P related.

"Additionally, we assigned Bankrate's $30 million superpriority
revolving credit facility due July 15, 2015, our issue-level
rating of 'BB+' (two notches higher than the corporate credit
rating) with a recovery rating of '1', indicating our expectation
of very high (90%-100%) recovery in the event of a default. We
assigned the $70 million senior secured revolving credit facility
due July 15, 2015, our issue level rating of 'BB-' (the same as
the corporate credit rating) with a recovery rating of '4',
indicating our expectation of average (30%-50%) recovery in the
event of a default," S&P said.

"We also raised the issue-level rating on the existing secured
financing to 'BB-'. The recovery rating remains at '4'," according
to S&P.

"The 'BB-' corporate credit rating incorporates our assumption of
moderate debt leverage over the intermediate term as Bankrate
continues to benefit from the growth in online advertising," said
Standard & Poor's credit analyst Andy Liu. "Our base case 2011
scenario assumes revenue growth of 60% leading to 54% growth in
EBITDA, mainly as a consequence of the acquisition of NetQuote
Holdings Inc. and CreditCards.com Inc. completed in 2010. Over the
medium term, we are expecting mid- to high-single-digit percent
organic revenue growth."

The stable rating outlook reflects Standard & Poor's expectation
that Bankrate will experience healthy growth over the medium term
and that acquisitions will not significantly elevate debt
leverage.


BERNARD L MADOFF: Feeder Funds Alter $212 Million Settlement
------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that two bankrupt feeder
funds for Bernard L. Madoff's massive Ponzi scheme proposed
changes Tuesday in New York to a $212 million settlement to
appease investors who had balked at the deal.

According to Law360, Greenwich Sentry LP and Greenwich Sentry
Partners LP said they had met with attorneys for various parties
and decided to limit what had been an expansive injunction that
would have barred anyone other than Irving Picard, the trustee
overseeing the liquidation of Madoff's investment firm, from suing
the two funds' management.

                      About Bernard L. Madoff

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

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

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

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

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

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


BLOCKBUSTER INC: Icahn Loses Bid for Sanctions vs. Small Law Firm
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Carl Icahn lost his bid June 22 to penalize a small
law firm for filing an unsuccessful lawsuit against him in the
Chapter 11 case of Blockbuster Inc.  The suit, dismissed by the
bankruptcy judge in March, alleged on unproven facts that Mr.
Icahn had traded in Blockbuster securities using non-public
information.  The bankruptcy judge said sanctions weren't
appropriate against McMillan Law Firm APC of La Mesa, California.
The judge said the position taken by the firm was "supported
somewhat by case law."

                      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.

Dish Network Corp. won an auction for Blockbuser Inc.'s assets
with an offer having a gross value of $320 million.  The sale was
completed in April.


BOCA BRIDGE: Can Use Cash Collateral Until June 30
--------------------------------------------------
Boca Bridge, LLC, and JMP Boca Bridge Lender, LLC, as assignee of
NS/CS Boca, LLC, the Debtor's prepetition lender, ask the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Beach Division, to approve a stipulation for the Debtor's
continued use of cash collateral to make payments pursuant to a
budget through and until June 30, 2011.

A full-text copy of the stipulation and budget is available for
free at http://ResearchArchives.com/t/s?7647

On August 19, 2010, 10 creditors owed $69,400 filed an involuntary
Chapter 11 petition (Bankr. S.D. Fla. Case No. 10-34538) FOR
Boca Bridge LLC, the owner of the Boca Raton Bridge Hotel.  A
federal bankruptcy judge in West Palm Beach, Florida entered a
ruling placing Boca Bridge into Chapter 11.  Harry J. Ross, Esq,
in Boca Raton, serves as counsel to the petitioners.  The
creditors include Lundy Shacter, P.A., owed $21,713, and Arrow
Security Corp., owed $15,118.


BOOMERANG SYSTEMS: To Effect 1-for-20 Reverse Stock Split
---------------------------------------------------------
Boomerang Systems, Inc., has filed a Certificate of Amendment to
its Certificate of Incorporation to implement a 1-for-20 reverse
stock split of its common stock, $0.001 par value per share.  The
Amendment became effective on June 20, 2011.  The Amendment did
not change the par value of the Company's Common Stock, which
remains at $0.001 per share, or the number of shares of common
stock the Company is authorized to issue, which remains at
400,000,000 shares.  Stockholders of a majority of the Company's
outstanding shares of Common Stock approved, by way of a written
consent dated Jan. 19, 2011, proposals authorizing the Board of
Directors, in its discretion, to implement the reverse split and
file the Amendment.  In addition, the Company mailed to its
stockholders of record on Jan. 19, 2011, an information statement
describing the reverse split.

At the Effective Time, immediately and without further action by
Boomerang's stockholders, every 20 shares of Boomerang's pre-split
Common Stock, par value $0.001 per share, will automatically be
converted into one share of post-split Common Stock, par value
$0.001 per share.  Accordingly, the Company's approximately 145.5
million pre-split shares of common stock outstanding will be
combined into approximately 7.3 million post-split shares
outstanding.  The reverse stock split affects all issued and
outstanding shares of the Company's Common Stock immediately prior
to the Effective Time of the reverse stock split.  In addition,
proportional adjustments will be made to the Company's equity
awards, outstanding warrants and convertible notes.

The split-adjusted shares of Boomerang's Common Stock will begin
trading on the OTCQB on Wednesday June 22, 2011, under the symbol
"BMERD," with a "D" added for 20 trading days to signify that the
reverse stock split has occurred.  A new CUSIP number has been
assigned to the Company's Common Stock as a result of the reverse
split.

American Stock Transfer & Trust Company, Boomerang's transfer
agent, will act as exchange agent for the exchange.  Stockholders
will receive forms and notices to exchange their existing shares
for new shares from the exchange agent or their broker.  No
fractional shares will be issued.  Stockholders who otherwise
would be entitled to receive fractional shares because they hold a
number of shares not evenly divisible by 20, will automatically
receive one whole share of Common Stock in lieu of the fractional
share.  Additional details related to the reverse stock split may
be obtained from the Company's Information Statement (DEF-14C)
dated Feb. 9, 2011.

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

For the fiscal year ended Sept. 30, 2010, the Company had a net
loss of $15,789,559 compared with a net loss of $9,693,734 during
the prior year.  Revenues were $718,530 for the fiscal year ended
Sept. 30, 2010 compared with $0 for the fiscal year ended
Sept. 30, 2009.

The Company's balance sheet at March 31, 2011, showed
$4.91 million in total assets, $4.47 million in total liabilities,
and $440,063 in total stockholders' equity.

Liebman Goldberg & Hymowitz, LLP, in Garden City, New York,
expressed substantial doubt about the Company and its
subsidiaries' ability to continue as a going concern, following
its results for the fiscal year ended September 30, 2009.  The
independent auditors noted that the Company has suffered
recurring losses from operations and has a net capital deficiency.


BROADVIEW NETWORKS: Moody's Cuts Corp. Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc.'s $300 million senior secured debt (due 2012) to Caa1 (LGD-4,
54%)and downgraded the company's Corporate Family Rating and
Probability of Default Rating to Caa1 from B3. The outlook has
been changed to stable from negative. The $25 million ABL Revolver
(approximately $17.1 million outstanding as of March 31, 2011) is
not rated. The downgrade of Broadview's CFR reflects the recent
announcement that its recent tender offer for the senior secured
bonds due Sep 2012 has been canceled and Moody's expectation that
the company will continue to face challenges driven by a highly
levered balance sheet, strong market competition from other
carriers and cable companies, and in Moody's opinion, the equity
value in the capital structure could deteriorate if results should
fall short of expectations.

A summary of the rating actions are listed below:

Issuer: Broadview Networks Holdings, Inc.

   -- Corporate Family Rating, Downgraded to Caa1 (from B3)

   -- Probability of Default Rating, Downgraded to Caa1 (from B3)

   -- $300 million Senior Secured Notes due 2012, Downgraded to
Caa1 (from B3) (LGD-4, 54%)

RATING RATIONALE

Broadview's Caa1 rating reflect the company's weak capital
structure and the modest equity value which may deteriorate if
results are below plan (using Moody's valuation assumption of 4x -
5x equity) with leverage as of March 31, 2011 around 5.1x
(incorporating Moody's standard adjustments and excluding the
company's preferred shares or 8.6x including partial debt
attribution to the preferred). Broadview's rating is also
constrained by its lack of scale, below average EBITDA margins as
compared to Moody's rated comparable firms and limited free cash
flow generation. Moody's believes the company's strategy of
focusing on higher end customers with new cloud based data
products and advanced services is a sound strategy however its
highly levered balance sheet limits its ability to successfully
execute this goal. Moody's remains concerned about Broadview's
ability to differentiate their services and successfully grow and
maintain high-margin customers in a highly competitive industry
which includes substantially larger competitors with stronger
balance sheets. Broadview's rating are somewhat supported by the
company's modestly improved adjusted EBITDA margins of 19.3% (from
16.6% in 2008) as a result of the company targeting larger
customers with higher margin products. Moody's expects the
company's focus on cloud based technologies and advanced product
offering to improve gross margins and reduce churn rates for
higher end customers. This could lead to modestly higher sales
expenses as the company focuses its sales force on selling higher
end products. The ratings derive support from an experienced
management team with a long history of operating as a CLEC.

Broadview's rating reflects Moody's expectation that the company
may face a tight liquidity profile if it is unable to refinance
its revolver in February 2012.Moody'sexpects the company will be
able to generate sufficient cash to cover debt service
requirements over the rating horizon, but the company will likely
use any remaining cash to fund capital expenditures leaving little
remaining free cash flow to repay debt. In the event that results
are less than expected, capex spending could be pressured which
could further reduce the company's competitive position which is a
concern given the large number of competitors that have
substantial resources to commit to advanced product offerings. As
of the end of March, 2011, the company had $26 million in cash and
cash equivalents and a $25mm revolver with $17 million drawn that
matures in February 2012. If the revolver is not refinanced prior
to maturity, the company is expected to have cash to meet the
revolver's maturity, but would reduce its liquidity position going
forward. The company's bonds mature in September 2012 and could
prove difficult to refinance depending on market conditions.

The stable outlook reflects Moody's expectation that the company
will continue to generate sufficient cash flow to cover debt
services over the rating horizon, but will struggle to grow the
business and attract new customers as competition from other voice
and data providers increases.

Broadview's ratings could experience a downgrade should the
company begin aggressively losing customers resulting in
meaningful revenue and EBITDA declines and ultimately putting
further pressure on the company's valuation and leverage metrics.
In addition, should the company be unable to refinance its
revolver and bond debt in a timely manner or experience a
prolonged period of negative free cash flow, Moody's would
consider a downgrade.

An upgrade to the ratings is unlikely in the near term, but
Moody's would consider an upgrade to Broadview's ratings if the
company is able to successfully refinance its debt obligations
while demonstrating the ability to attract and maintain new high
margin customers resulting in lower leverage, and EBITDA growth. A
deleveraging strategic transaction could also be a positive
catalyst for an upgrade.

The principal methodology used in rating Broadview Networks
Holdings, Inc. was Moody's Global Telecommunications Methodology
(December 2007). Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.


CAPMARK FINANCIAL: Court Approves Sale of Loans to Bancorp
----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Capmark Financial Group's motion for an order authorizing Capmark
Finance to (I) purchase new market tax credit loans owned by non-
Debtor affiliate Capmark Bank and (II) sell the newly-acquired
loans to U.S. Bancorp Community Development and U.S. Bancorp
Community Investment, free and clear of all liens, claims and
encumbrances.

                    About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.

In April 2011, Greenline Ventures LLC completed the acquisition of
the New Markets Tax Credit division of Capmark Financial Group
Inc.  Since inception of the NMTC program, Capmark's NMTC division
has closed over $1.1 billion of NMTC investment funds and financed
over $2.5 billion of projects and businesses in low income
communities nationwide.


CATALYST PAPER: To Assess Improvements to Capital Structure
-----------------------------------------------------------
Catalyst Paper announced that it is reviewing alternatives to
address its capital structure.  The review will focus on
alternatives for its US$250 million of 7.375% senior unsecured
notes which mature March 31, 2014.

"With the recently announced extension and amendment of our asset
based lending facility, the next step is to identify appropriate
opportunities to improve our balance sheet," said Chief Financial
Officer Brian Baarda.

Catalyst has engaged UBS Securities to assist in this process.

There can be no assurance that the review referred to in this
release will lead to any transaction taking place or as to the
timing of any such transaction if it does.

                       About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

The Company's balance sheet at March 31, 2011, showed
C$1.64 billion in total assets, C$1.25 billion in total
Liabilities, and C$389.60 million in equity.

                         *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CAVICO CORP: Receives NASDAQ Non-Compliance Notice
--------------------------------------------------
Cavico Corp. disclosed that on June 17, 2011, Cavico Corp.
received a letter from the NASDAQ Stock Market notifying the
Company that it no longer meets the NASDAQ's continued listing
requirement under Listing Rule 5450(a)(1), in that the Company's
common stock has traded below $1.00 per share for 30 consecutive
business days.

The notification letter states that the Company will be afforded
180 calendar days, or until December 14, 2011, to regain
compliance with the minimum bid price continued listing
requirement.  To regain compliance, the closing bid price of the
common stock must meet or exceed $1.00 per share for a minimum of
10 consecutive business days.  If the Company does not regain
compliance by December 14, 2011, NASDAQ will provide written
notification to the Company that its securities are subject to
delisting.  During this time, the Company will continue to monitor
the closing bid price for its common stock and consider its
available options to regain compliance with the NASDAQ minimum bid
price requirement.

                       About Cavico Corp.

Cavico Corp. is focused on large infrastructure projects, which
include the construction of hydropower facilities, dams, bridges,
tunnels, roads, mines and urban buildings. Cavico is also making
investments in hydropower facilities, cement production plants,
mineral exploration and urban developments in Vietnam. The company
employs more than 3,000 employees on projects worldwide, with
offices throughout Vietnam and a satellite office in Australia.
The Company now has three subsidiaries, Cavico Mining (hsx:MCV),
Cavico Industry & Mineral (hnx:CMI), and Cavico Construction
Manpower & Services (hnx:CMS), which are listed in Vietnam on the
Ho Chi Minh and Hanoi Stock Exchanges.


CDC PROPERTIES II: Files Schedules of Assets & Liabilities
----------------------------------------------------------
CDC Properties II, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Washington, its schedules of assets and
liabilities, disclosing:

Name of Schedule               Assets          Liabilities
----------------            -----------        -----------
A. Real Property            $30,567,000
B. Personal Property           $466,650
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                               $31,014,471
E. Creditors Holding
   Unsecured Priority
   Claims                                                $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $26,259
                            -----------         -----------
      TOTAL                 $31,033,650         $31,040,730

A full-text copy of the Schedules of Assets and Liabilities is
available at http://ResearchArchives.com/t/s?764c

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.


CIT GROUP: Sues Tyco to Halt End-Run on Chapter 11 Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CIT Group Inc. sued Tyco International Ltd. in
bankruptcy court to stop what it contends is an attempt at an end
run on the prepackaged reorganization that CIT confirmed in
December 2009 after less than six weeks in Chapter 11.

Mr. Rochelle discloses that the dispute involves the right to tax
advantages stemming from Tyco's brief ownership of CIT.  Tyco
began arbitration on June 13 claiming rights under agreements
predating the bankruptcy.

CIT, according to the report, responded on June 21 by the suit in
bankruptcy court to halt the arbitration and declare the right of
the bankruptcy judge to rule on all disputes regarding the Chapter
11 plan.  CIT is seeking a temporary restraining order on an
emergency basis halting the arbitration.

                          About CIT Group

Founded in 1908, CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/
-- is a bank holding company with more than $35 billion in finance
and leasing assets.  It provides financing and leasing capital to
its more than one million small business and middle market clients
and their customers across more than 30 industries.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on Nov. 1, 2009 (Bankr. S.D.N.Y.
Case No. 09-16565).  Evercore Partners, Morgan Stanley and FTI
Consulting served as the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell
served as legal advisor to CIT's Board of Directors.

CIT emerged from bankruptcy protection on Dec. 11, 2009, after
receiving confirmation of its prepackaged Chapter 11 plan of
reorganization.

                           *     *    *

In May 2011, Moody's Investors Service upgraded CIT Group Inc.'s
Corporate Family Rating to 'B2' from 'B3'.  The rating outlook is
stable.  The upgrade reflects the progress CIT has made addressing
its most immediate organizational, operational, and financial
challenges subsequent to its bankruptcy reorganization in December
2009.  Moody's, however, notes that CIT's weak margins and
uncertainty regarding the pace and adequacy of future margin
improvements are constraints on the firm's ratings.  By repaying
and refinancing high-cost debt, CIT has reduced its cost of funds
and improved its net finance margin, adjusted to exclude accretion
income associated with fresh-start accounting (FSA) and other
distortions such as debt prepayment expense.  However, CIT's pre-
tax margins are well below pre-crisis levels, a function of high
funding costs and elevated, though declining credit costs.


CLAUDIO OSORIO: Investor Opposes Discharge of $4 Mil. Debt
----------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal reports that
investor Chris Korge has filed a motion to deny Claudio Osorio and
his wife, Amarilis, the right to discharge their $4 million debt
to him in a Chapter 11 case.

According to the report, other high-profile investors, including
NBA star Carlos Boozer and Osorio's neighbors on Star Island, have
filed motions indicating they will follow suit.  American Express
filed a similar motion for $55,000 in credit card debt.

Mr. Osorio has been ordered to provide more information or access
to foreign bank accounts by June 29.

The Osorios, the Business Journal recounts, filed for Chapter 11
in March after allegations of investor fraud brought down their
company, InnoVida Holdings.  An attorney who took over InnoVida,
Mark Meland, has said some money was transferred offshore in the
year before the bankruptcy filing.

The Osorios filed their Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-17075) on March 17, 2011.


CLEARWATER NATURAL: Howell-Kinzer Loses Bid to Reinstate Claim
--------------------------------------------------------------
District Judge Karen K. Caldwell affirmed the Bankruptcy Court
order denying indemnification claims filed Howell Properties, LLC
and Kinzer Drilling Company, LLC, for $1,287,846.70 in the
bankruptcy cases of Clearwater Natural Resources, L.P., and Miller
Bros. Coal, LLC.  The judge also upheld the lower court's decision
denying Howell-Kinzer's motion to alter or amend the original
order.

The case before the District Court is Howell Properties, LLC and
Kinzer Drilling Company, LLC, Appellants, v. Clearwater Natural
Resources, LLC, Miller Bros. Coal, LLC, Bank of America, N.A., and
The Official Committee of Unsecured Creditors, Appellees, Civil
Action No. 7:10-cv-122-KKC (E.D. Ky.).  A copy of the District
Court's June 20, 2011 Opinion and Order is available at
http://is.gd/3mPV4Sfrom Leagle.com.

                    About Clearwater Natural

Headquartered in Kansas City, Mo., Clearwater Natural Resources LP
mines coal in the Central Appalachian region.  In August 2005, the
Company acquired 100% interest in Miller Bros. that became a
wholly-owned operating subsidiary of the company.  The Company
also acquired in October 2006 all interest in Knott Floyd Land
Company, a medium scale coal mining company and its operations
were subsequently consolidated into Miller.  Through Miller, the
Company produces and sells coal from eleven mining operations in
Eastern Kentucky and provide contracts mining services for two
third-party owned mines located within the Appalachian region.

The Company and two of its affiliates, Clearwater Natural
Resources LLC and Miller Bros. Coal LLC, sought Chapter 11
protection (Bankr. E.D. Kent. Lead Case No. 09-70011) on
January 7, 2009.  Mary L. Fullington, Esq., at Wyatt, Tarrant &
Combs LLP, and Erika A. Tristan, Esq., James A. Reeder, Jr., Esq.,
Stacy M. Neal, Esq., Tracey R. Keegan, Esq., at Vinson & Elkins
LLP in Houston, Tex., represent the Debtors in their restructuring
efforts.  Administar Services Group LLC serves as the claims and
noticing agent.  Richard Clippard, the United States Trustee for
Region 8, appointed three creditors of Debtor Miller Bros. Coal
LLC to serve on an official committee of unsecured creditors.
Blank Rome LLP represents the Committee.  When the Debtors filed
for protection from their creditors, they estimated their assets
and debts at $100 million to $500 million.  The Debtors filed a
chapter 11 plan and disclosure statement in April 2009.


CLS RENTAL: Owner of Nashville Properties in Chapter 11
-------------------------------------------------------
Annie Johnson at the Nashville Business Journal reports that
Madison-based CLS Rental Properties owns properties throughout the
Nashville, Tennessee area.

The Company in its schedules attached to its bankruptcy petition
disclosed $1.95 million in liabilities and $2.42 million in
assets.  The largest secured creditors are Cadence Bankand
Greenbank, with which CLS Rental Properties has mortgages out on
nearly 30 properties around Nashville.

CLS Rental Properties, LLC, formerly CLS Investment Properties,
Inc., filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 11-
06110) on June 17, 2011.  Steven L. Lefkovitz, Esq., at Law
Offices Lefkovitz & Lefkovitz, in Nashville, Tennessee, serves as
counsel to the Debtor.


CONOLOG CORPORATION: Posts $349,600 Net Loss in April 30 Quarter
----------------------------------------------------------------
Conolog Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $349,612 on $501,967 of product revenue
for the three months ended April 30, 2011, compared with net
income of $8.03 million on $515,897 of product revenue for the
three months ended April 30, 2010.  The decrease in net income can
mainly be attributed to noncash transactions related to the
subscription agreement entered into in August 2009, which resulted
in a gain on derivative financial instrument of $9.05 million.

The Company recorded a net loss of $3.62 million on $1.18 million
of product revenue for the nine month period ended April 30, 2011,
as compared to a net loss of $29.25 million on $1.10 million of
product revenue for the nine month period ended April 30, 2010.

The Company's balance sheet at April 30, 2011, showed
$1.14 million in total assets, $1.24 million in total liabilities,
and a stockholders' deficit of $98,401.

As reported in the TCR on Dec. 7, 2010, WithumSmith+Brown, PC, in
Somerville, New Jersey, expressed substantial doubt about
Conolog's ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2010.  The
independent auditors noted that the Company has had recurring
losses from operations of $3.53 million and $1.62 million and used
cash from operations in the amounts of $1.64 million and
$1.26 million for the years ended July 31, 2010, and 2009,
respectively.

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

Somerville, N.J.-based Conolog Corporation is engaged in the
design, production (directly and/or through subcontractors) and
distribution of small electronic and electromagnetic components
and sub-assemblies for use in telephone, radio and microwave
transmission and reception and other communication areas that are
used in both military and commercial applications.


CRACKER BARREL: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Lebanon, Tenn.-based Cracker Barrel Old Country
Store Inc. "At the same time, we revised our outlook to stable
from positive," S&P related.

"In addition, we affirmed our 'BB-' issue ratings on the company's
senior secured credit facility, which consists of a $165 million
revolving credit facility (due January 2013) and a term loan B
(due April 2013 and April 2016). The '3' recovery ratings on the
debt indicate our expectation of meaningful (50% to 70%) recovery
for creditors in the event of a payment default. At April 29,
2011, CBRL had about $575.3 million of reported debt outstanding,"
S&P stated.

"The ratings reflect our analysis that further credit measure
improvement is limited," said Standard & Poor's credit analyst
Brian Milligan, "with adjusted leverage likely to remain in the
mid-3x area through 2012." "Comparable restaurant sales returned
to negative territory in the third quarter (ended April 29, 2011),
while guest traffic declined in each of the first four calendar
months of 2011. We believe CBRL has been more vulnerable to rising
fuel prices since about 85% of its locations are along interstate
highways."

"We view the company's business risk profile as weak, even after
considering its loyal customer base," added Mr. Milligan. "Our
credit measure forecasts and financial policy expectations lead us
to view the company's financial risk profile as aggressive."


CROWN MEDIA: Plans to Offer $300 Million of Senior Notes Due 2019
-----------------------------------------------------------------
Crown Media Holdings, Inc., intends to commence an offering in a
private placement of $300 million in aggregate principal amount of
senior notes due 2019.  The Offering is expected to be completed
by mid-July 2011, subject to market and other conditions.  The
Notes will be senior unsecured obligations of Crown Media, will be
guaranteed by each of Crown Media's subsidiaries and will bear
interest at a fixed rate.

In conjunction with the Offering, Crown Media also intends to
enter into new senior secured credit facilities which will be
secured by all of the assets of Crown Media and its subsidiaries
and will be guaranteed by each of its subsidiaries.  The
consummation of the Offering is conditioned on Crown Media
entering into such Senior Secured Credit Facilities.

A special committee consisting of Crown Media's independent
directors has been reviewing and will make recommendations to the
Board of Directors with respect to the fairness of the terms of
the Offering and the Senior Secured Credit Facilities.

Crown Media expects that the proceeds from the Offering and the
Senior Secured Credit Facilities will be used to extinguish
obligations under Crown Media's existing term credit facilities,
redeem its preferred stock and for general corporate purposes.

The Notes will be offered in the United States only to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and outside the United States pursuant to
Regulation S under the Securities Act.  The proposed Notes have
not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.  This
notice is issued pursuant to Rule 135c of the Securities Act, and
is for informational purposes only, and it does not constitute an
offer to sell the Notes, nor a solicitation for an offer to
purchase the Notes.

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

                        http://is.gd/twQcNK

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at March 31, 2011, showed
$736.97 million in total assets, $636.17 million in total
liabilities, $199.73 million in redeemable preferred stock, and a
$98.93 million total stockholders' deficit.

                           Going Concern

KPMG LLP, in Denver, the Company's independent registered public
accounting firm, rendered a going concern opinion in connection
with the financial statements included in the Company's annual
report on form 10-k for the year ended Dec. 31, 2009.  The
independent auditors noted of the Company's significant short-term
debt obligations.

KPMG LLP, however, did not issue a going concern opinion in its
report on the Company's 2010 financial statements.


CYBEX INTERNATIONAL: Gets Non-Compliance Notice from NASDAQ
-----------------------------------------------------------
Cybex International, Inc., received a letter from the NASDAQ Stock
Market notifying Cybex that it no longer meets the NASDAQ's
continued listing requirement under Listing Rule 5450(a)(1), in
that the Company's common stock has traded below $1.00 per share
for 30 consecutive business days.  This notification has no effect
at this time on the listing of the Company's common stock, which
will continue to trade on the NASDAQ Global Market.

The notification letter states that the Company will be afforded
180 calendar days, or until Dec. 13, 2011, to regain compliance
with the minimum bid price continued listing requirement.  To
regain compliance, the closing bid price of the common stock must
meet or exceed $1.00 per share for a minimum of 10 consecutive
business days.  If Cybex does not regain compliance by Dec. 13,
2011, NASDAQ will provide written notification to Cybex that its
securities are subject to delisting.  During this time, Cybex will
continue to monitor the closing bid price for its common stock and
consider its available options to regain compliance with the
NASDAQ minimum bid price requirement, which may include applying
for an extension of the compliance period or an appeal to a NASDAQ
Listing Qualifications Panel.

As previously reported, Cybex on April 15, 2001, received a letter
from NASDAQ notifying Cybex that it does not comply with the
minimum stockholders' equity requirement of $10 million for
continued listing on the NASDAQ Global Market and affording 45
calendar days to submit a plan advising NASDAQ of the action the
Company has taken, or plans to take, to regain compliance with the
minimum stockholders' equity continued listing requirement.  Cybex
has submitted a plan of compliance and NASDAQ has granted an
extension of time to Oct. 3, 2011, to regain compliance with the
minimum stockholders' equity requirement.

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The Company reported a net loss of $58.2 million on $123.0 million
of sales for 2010, compared with a net loss of $2.4 million on
$120.5 million of sales for 2009.

The Company's balance sheet at March 26, 2011, showed $84.35
million in total assets, $98.82 million in total liabilities and a
$14.47 million total stockholders' deficit.

KPMG LLP, in Pittsburgh, Pa., expressed substantial doubt about
Cybex International's ability to continue as a going concern.  The
independent auditors noted that a December 2010 jury verdict in a
product liability suit apportions a significant amount of
liability to the Company.  "The Company does not have the
resources to satisfy a judgment in this matter that has not been
substantially reduced from the jury verdict, which raises
substantial doubt about the Company's ability to continue as a
going concern."


DELTA AIR LINES: Fitch Affirms 'B-' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. The airline's Issuer Default Rating has been affirmed at
'B-', and the Rating Outlook has been revised to Positive from
Stable. The ratings apply to approximately $2.7 billion in
outstanding debt.

Delta's 'B-' IDR reflects the airline's still highly leveraged
capital structure, volatile cash flow generation through the
cycle, and exposure to sharp increases in jet fuel costs against a
backdrop of turmoil in world energy markets in 2011. The carrier
has made significant progress toward lease-adjusted debt reduction
over the past 18 months as the U.S. airline industry revenue
environment has strengthened. Moving into this summer's peak
demand period, the outlook for passenger revenue per available
seat mile growth remains good, and Fitch expects DAL to report
solid passenger yield growth, helping to offset significantly
higher fuel costs during the summer.

Despite persistent fuel cost pressure, Fitch expects DAL to
generate substantially positive free cash flow in 2011, driven in
large part by relatively modest capital spending commitments. FCF
in the first half of the year will likely exceed $1.0 billion, and
continued strength in unit revenue trends in the fall and winter
would allow the airline to push balance sheet debt down to
approximately $14 billion by the end of the year. Forecasted 2011
capex of $1.2 billion reflects the absence of fleet growth as
older, less fuel-efficient aircraft are retired.

Liquidity remains sufficient to guard against significant follow-
on fuel price shocks. Following the refinancing of the airline's
exit credit facility, total unrestricted liquidity (including $1.8
billion of total revolver availability) exceeds $5.5 billion.
Scheduled debt maturities are relatively heavy but manageable over
the next three years, providing DAL with an opportunity to direct
FCF toward debt reduction and de-levering through 2013. Scheduled
maturities total $1.9 billion in 2012 and $1.6 billion in 2013.

DAL's competitive position in the global airline industry remains
strong, with the integration of Northwest Airlines and the
implementation of the trans-Atlantic joint venture with Air France
KLM completed. Given its expansive global route network and
strengthened presence in key high-yielding business markets, Fitch
views DAL's ability to expand margins through the cycle as
stronger than that of most other global carriers. DAL's unit cost
position remains competitive, and ongoing initiatives to reduce
headcount and park older, high-cost aircraft should help the
airline achieve relatively flat non-fuel unit operating costs by
year-end.

Recently announced schedule cuts for the fall reflect managements'
willingness to reduce scheduled flying in the face of higher fuel
costs. Particularly across the Atlantic and in its small Memphis
hub, capacity adjustments were necessary to restore route
profitability. The planned 4% pull-down of post-Labor Day capacity
should help maintain a relatively strong 2H'11 RASM performance.
Industry capacity discipline and a series of fare hikes rolled out
earlier in the year have helped boost yields for all U.S.
carriers, and as yet there are no clear signs of significant
demand destruction. A weaker economic growth scenario in the
second half of the year, however, could begin to erode unit
revenue growth and squeeze second half margins.

Unlike 2008, when energy prices ran up quickly in the face of
flagging air travel demand and a weak economy, DAL and the other
large U.S. airlines have been successful in recovering much of the
fuel cost pressure via fare hikes and modest capacity trimming in
the 2H'11 schedule. DAL's revenue performance has been generally
solid through the first five months of 2011, with Q1 passenger
RASM growing by 7% on a 5% increase in available seat mile (ASM)
capacity, 12% higher yields and weaker load factors. The weak link
in DAL's route network this year has been in the Atlantic, where
PRASM fell by 1% year over year in the first quarter. Actions to
adjust capacity have been targeted at Atlantic markets (together
with SkyTeam partners Air France KLM, which have also announced
capacity cuts).

DAL has altered its fuel hedging approach somewhat in recent
weeks, as the spread between West Texas Intermediate and Brent
crude prices has widened. As of early May, all WTI-based
derivative positions had been terminated in favor of a hedge book
consisting primarily of Brent crude and heating oil cashless
collars. The Q1 average fuel price of $2.86 per gallon compared
with $2.23 per gallon paid a year earlier.

DAL's unrestricted liquidity position has been stable in recent
quarters as FCF generation rebounded in 2010 and the company
successfully refinanced some maturing debt while paying down other
obligations. In April, the carrier closed on a new secured
revolver and term loan totaling $2.6 billion. Relative to United
Continental, which holds more cash on the balance sheet, DAL has
favored a thinner liquidity cushion; however, revolver
availability provides ample room to respond in the event of a more
extreme fuel shock or a sharp deterioration in demand patterns.

DAL retains defined benefit pension plans for pre-merger Delta
non-pilot groups as well as pre-merger Northwest's unionized
employees. All of these plans have been closed to new entrants and
frozen for future benefit accruals. Under the 2006 Pension
Protection Act, airlines were allowed to apply special funding
rules that allow under-funded benefit liabilities to be amortized
over a 17-year period. DAL's unfunded DB liability of $9.3 billion
as of 12/31/10 was down slightly from YE09's $9.5 billion, driven
primarily by better 2010 plan asset returns. Fitch assumes that
DAL will cash fund DB plans at approximately $700 million annually
over the next several years, in line with actual 2010 cash pension
contributions. Significant asset return shortfalls, however, could
widen the unfunded gap materially and force the company to direct
more cash toward pension contributions. While the extended
amortization period provides airlines with more time to address
unfunded gaps, a funded status below 50% cannot be sustained for
an extended period, given assumed volatility in plan asset
returns.

An upgrade in the IDR to 'B' could follow later in 2011 or next
year if DAL remains on track to de-lever in line with its plan to
reduce lease-adjusted debt by an additional $3.5 billion by the
second half of 2013. This would likely require a leveling off of
fuel prices or a decline in jet fuel to less than $3.00 per gallon
in coming quarters. A return of the Rating Outlook to Stable could
follow if a sharp follow-on fuel price spike or revenue shock
undermines DAL's FCF outlook in 2012.

Issue ratings affirmed in this action are:

Senior Secured Bank Credit Facilities:

   -- $1.225 billion Senior Secured Revolving Credit Facility due
      2016 'BB-/RR1';

   -- $1.375 billion Senior Secured Term Loan due 2017 'BB-/RR1';

   -- $500 million Revolving Credit Facility (Pacific routes) due
      2013 'BB-/RR1';

   -- $750 million Senior Secured First Lien Notes due 2014
      'BB-/RR1';

   -- $600 million Senior Second Lien Notes due 2015 'B-/RR4'.


DELTRON INC: Chris Kelliher as Board Member
-------------------------------------------
Chris Kelliher was appointed as a member of the Board of Directors
of Deltron, Inc.

Mr. Kelliher started his career in 1982 in his family's
construction business, Keystone Construction in California,
learning various skills applicable to the home construction
business.  He worked there for a number of years until, upon
moving to the Hawaiian Islands, he worked as a commercial
fisherman for ten years.  He then returned to Santa Barbara to
manage the family business for a ten year period.  Most recently,
in the past six years, Mr. Kelliher has worked on the island of
Oahu, Hawaii building military housing.  He graduated from Lahaina
Luna High School on Maui in 1982.  He is 46 years old.

There are no family relationships between Mr. Kelliher and any
member of the Board of Directors or any other officer of the
Company.  There have been no transactions since the beginning of
the Company's last fiscal year, or any proposed transaction, in
which the Company was or is to be party and in which either had or
will have a direct or indirect material interest.

                         About Deltron Inc.

Based in Garden Grove, Calif., Deltron, Inc., is a manufacturing
company with two distinct business segments: polyurethane and
rebreather.  The Company's primary business is Elasco, Inc., which
is focused on manufacturing technology for plastic and
polyurethane products.  The Company's secondary business segment
is focused on the development of deep-sea exploration breathing
technology marketed as Blu Vu.

The Company's balance sheet at March 31, 2011, showed $4,168,559
in total assets, $4,664,493 in current liabilities, $680,001 in
notes payable, and a stockholders' deficit of $1,175,935.

As reported in the TCR on Jan. 20, 2011, Cacciamatta Accountancy
Corporation, in Irvine, Calif., expressed substantial doubt about
Deltron, Inc.'s ability to continue as a going concern, following
its audit of the Company's consolidated financial statements for
the transition period from Jan. 1, 2010, to Sept. 30, 2010.  The
independent auditors noted that the Company has incurred recurring
losses from operations and negative cash flows from operating
activities and has a net stockholders' deficit.


DOLE FOOD: Moody's Rates Senior Secured Term Loans 'Ba2'
--------------------------------------------------------
Moody's assigned Ba2 ratings to Dole Food, Company Inc.'s and
Solvest, Ltd.'s proposed senior secured term loan facilities. The
company's B1 corporate family and probability of default ratings
and its SGL-2 were affirmed. The rating outlook is stable.

Proceeds from the new facilities will be used to refinance
existing bank debt and for general corporate purposes.

RATINGS RATIONALE

"Dole's B1 corporate family rating incorporates the company's
earnings and cash flow volatility from its exposure to commodity
markets as well as the impact of such uncontrollable factors as
weather or political regulations on key products. Nonetheless, it
enjoys a leadership position in its industry segment and has good
geographic diversity," said Linda Montag, Moody's Senior Vice
President. Credit metrics had strengthened over the past few
years, from improved profit margins and debt reduction from the
sale of non-core assets as well as the IPO. However the business
is still volatile, as evidenced by soft performance toward the end
of last year which resulted in a decline in EBITDA and an increase
in leverage to about 5.8 times per Moody's FM. Moody's expects
leverage metrics to improve during 2011 as some of the one-off
events of last year are put behind them and indeed, first quarter
2011 performance showed improvement and Dole reduced leverage to
5.5 times on an LTM basis. The SGL-2 rating reflects Moody's
expectation that the company's liquidity profile will remain
solid. Dole does not expect material usage under its $350 million
revolving credit in the near term and following the proposed
refinancing, will not face its next debt maturity until
2013.Moody'sexpects the company to generate sufficient internal
cash flow over the next 12 months to meet all of its basic cash
needs, allowing for some seasonal fluctuation.

The stable outlook reflects Moody's expectation that Dole's
operating performance will be sustained at current or stronger
levels despite volatility inherent in the agricultural product
industry. It also assumes that Dole will continue to
conservatively manage its balance sheet and liquidity, and will be
able to further reduce leverage. Ratings could be upgraded if Dole
achieves material and sustained improvement in operating margins
and is able to reduce leverage such that Debt to EBITDA is
sustained below 4 times. Upward rating momentum would also require
maintenance of a strong liquidity profile. Negative pressure on
the ratings or outlook could develop if continued operating
softness or an aggressive financial policy caused Debt/EBITDA to
be sustained at or above 5.5x.

Ratings assigned to the proposed facilities:

Dole Food Company, Inc.

   -- $315 million 7-year Term Loan B due 7/2018 at Ba2
(LGD2, 25%)

Solvest Ltd.

   -- $585 million 7-year Term loan C due 7/2018 at Ba2
(LGD 2, 25%)

Ratings on the existing term loans will be withdrawn following the
closing of the new facilities.

Moody's most recent rating action for Dole was in February 2010
when Moody's upgraded the CFR to B1 from B2 and assigned the SGL-2
liquidity rating.

The principal methodology used in rating Dole was Moody's Global
Natural Products Processors -- Protein and Agriculture published
in September 2009 and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.

Headquartered in Westlake Village, California, Dole Food Company,
Inc. is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables. Sales for the
fiscal 2010 were approximately $6.9 billion.


DOWLING COLLEGE: Moody's Maintains 'B3' Bond Rating on Watchlist
----------------------------------------------------------------
Moody's Investors Service maintains the B3 rating on Dowling
College's (NY) Series 1996 and 2002 bonds on watchlist for
possible downgrade. The Series 2002 bonds were issued through the
Town of Brookhaven Industrial Development Agency, and the Series
1996 bonds were issued through the Suffolk County Industrial
Development Agency. The College has $14.76 million of rated debt
outstanding and $64.3 million of total debt outstanding, including
the Series 2006 bonds (not rated by Moody's) as well as mortgages
and other debt.

Moody's plans to review the rating when draft FY11 financials are
available and fall 2011 enrollment is close to final.

SUMMARY RATING RATIONALE:

The B3 rating reflects the College's thin liquidity), reliance on
bank line of credit for seasonal operating cash requirements,
enrollment declines, and thin operating margins and debt service
coverage. The rating remains on watchlist for further downgrade
based on expected operating deficit for fiscal 2011 due to decline
in fall 2010 enrollments.

CHALLENGES

* Thin liquidity and reliance on $2 million line of credit for
  operating cash requirements. Expendable financial resources
  provide a thin 0.11 times coverage of debt in FY 2010. Balance
  sheet continues to be weak due to consecutive years of operating
  deficits, based on Moody's calculations (a 5% endowment spending
  draw and depreciation is included as an operating expense) and
  past investment losses.

* Weak operating performance and heavy reliance on unusually high
  level of unrestricted gifts from the board in FY 2010 ($4.1
  million) in order to cover expenses and build liquidity.

* Concentrated revenue base, with tuition and auxiliary revenue
  comprising over 90% of operating revenue, is a credit concern
  given challenges to the College's student market position and
  recent enrollment trend (10.6% decline in fall 2010). The
  College's operating performance is highly reliant upon the
  successful recruitment and retention of students and
  deterioration in the market position could severely affect the
  operations.

STRENGTHS

* Despite enrollment declines, Dowling's enrollment base is still
  sizeable with 3,963 full-time equivalent students (FTE) in fall
  2010 and diversified program offerings including degrees in
  arts, sciences, business administration, and education. Located
  in Long Island, New York, the College also has a School of
  Aviation through which it offers degrees in aerospace systems
  technology and aviation management.

* Net tuition revenue and net tuition per student have grown in
  each of the past three years driven by tuition increases. In FY
  2010, the College generated $14,763 of net tuition per student,
  an 11% increase over FY 2007.

* In response to the ongoing operating pressures, management is
  focused on expense containment and more frequent interim
  financial reporting to the board throughout the year. Management
  has started monthly reporting of operations to the board as well
  as to the bank providing the line of credit.

DETAILED CREDIT DISCUSSION

LEGAL SECURITY:

The Series 1996 and 2002 bonds are general obligations of the
College and feature debt service reserve funds. The Series 2002
bonds are further secured by a first leasehold mortgage and
security interest in the financed facility, a residence hall on
the Shirley (Brookhaven) campus.

The College's $38.5 million of Series 2006 bonds (not rated by
Moody's) are a general obligation of the College and also have a
debt service reserve fund. They are secured by a first mortgage
lien and security interest in the College's Oakdale and Shirley
campuses and property, excluding the residential facility financed
with the Series 2002 bonds. The Series 2006 bonds have a
subordinate mortgage lien and security interest in the Series 2002
facility. The Series 2006 bonds are insured by ACA.

Per the Series 2006 Sublease between the College and the issuing
authority, under certain circumstances (defined as Triggering
Events in the Sublease), the College's Gross Revenues, excluding
2002 Facility Revenues pledged to the Series 2002 Trustee to
secure the principal amount of the Series 2002 Bonds, would be
directed to the Series 2006 trustee. Debt service on the Series
2006 bonds would first be paid from Gross Revenues, before other
operating costs of the College. In Moody's opinion, the Series
1996 and 2002 bonds have a weaker legal security than the Series
2006 bonds.

DEBT-RELATED RATE DERIVATIVES: None

Student market: The College experienced a significant decline in
the enrollments in fall 2010. Fall 2010 full time equivalent (FTE)
enrollment, at 3,963, was down by 472 FTE from fall 2009. The drop
was due to inadequate recruitment (matriculation rate of 23.7%
versus 29.1% in fall 2009) and weak retention.

Operating Performance: Operating margins were positive in FY 2010
for the first time after FY 2006 due to the $4.1 million
contribution by the board. In Moody's opinion, reliance on
contributions from board is not a sustainable operational model
and is a sign of the College's financial distress and need for
liquidity. Based on the fall 2010 enrollment decline, the College
is likely to have an operating deficit in fiscal 2011.

Financial covenants: The College has a $2 million line of credit
(expiring on October 31, 2011) with TD Bank. The agreement for the
line of credit contains two financial covenants; the College
should not report a decrease in net assets (excluding the losses
from investments) and the College should have a minimum debt
service coverage of 1.0. The College was not in compliance with
these two covenants as of June 30, 2009 and obtained a waiver of
non-compliance from the Bank. The management reports that the line
of credit was extended by one year and the College was in
compliance with the covenants as on June 30, 2010.

The Series 2006 bonds are insured by ACA Financial Guaranty Corp.
and there are some additional covenants associated with the
insurance agreement. Tested on September 30 and March 31 of each
year, the financial covenants require the College to maintain
Unrestricted Liquid Funds (excluding DSRF) equal to at least $4
million.

Senior Management: The College's senior management experienced
some changes in fiscal 2010. President Robert J. Gaffney took
early retirement (May 2010) and Scott Rudolph, chairman of the
board, stepped in as an interim president. Additionally, Erik
Paulson, Associate Vice President for Business and Finance, left
in June 2010 and Ralph Cerullo, a board member, stepped in as an
interim Chief Financial Officer. Dr. Jeremy D. Brown assumed the
presidency on June 1st, 2011.
Outlook

The rating remains under watchlist for possible downgrade
reflecting the College's very thin unrestricted liquidity, weak
student market position, with an anticipated operating deficit FY
2011 based on fall 2010 enrollments.

What Could Change the Rating - Up

Highly unlikely in the near term. In the long term, significant
growth in liquidity, coupled with strengthening of operating
performance and stabilization of enrollment.

What Could Change the Rating - Down

Additional borrowing without commensurate growth of financial
resources further deterioration of student market position,
inadequate annual debt service coverage; inability to achieve at
least balanced operating performance absent unusual levels of
philanthropic support from the board.

KEY INDICATORS (Fall 2010 enrollment data and FY 2010 audited
financial data):

Total Enrollment: 3,963 full-time equivalent Students

Freshmen Selectivity: 81.4%

Freshmen Matriculation: 23.7%

Direct debt: $62.6 million

Comprehensive debt (including operating leases):$64.3 million

Total Financial Resources: $8.3 million

Total Cash and Investments: $12.8 million (including $4.29 million
of debt service reserve funds)

Expendable financial resources to debt: 0.11

Expendable financial resources to operations: 0.09

Monthly liquidity: $4.5 million

Monthly days cash on hand: 22.3 days

Monthly liquidity to demand debt: 227%

Three-Year Average Operating Margin: -1.0%

Three-Year Average Debt Service Coverage: 1.21 times

Reliance on Student Charges (as a % of operating revenue): 90.1%

RATED DEBT:

Series 1996 and 2002: B3 rating

CONTACTS:

Dowling College: Ralph Cerullo, Interim Chief Financial Officer
and Treasurer,             631-244-3101

PRINCIPAL RATING METHODOLOGY

The principal methodology used in this rating was Moody's Rating
Approach for Private Colleges and Universities published in
September 2002.


DRUMM INVESTORS: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Drumm Investors LLC. The rating outlook is
stable.

"At the same time, we assigned our 'B+' issue-level rating and '3'
recovery rating to the company's $1.5 billion senior secured term
loan due 2018 and $75 million senior secured revolving credit
facility due 2016," S&P said.

Drumm Investors LLC -- the parent company of GGNSC Holdings and
other subsidiaries that own the properties that GGNSC operates and
that owns or operates additional skilled nursing facilities--
recently became the borrower in a refinancing transaction. The
transaction consolidated all subsidiary debt at Drumm. "Our
corporate credit rating for Drumm reflects the former credit
profile for GGNSC Holdings' operations plus an additional 66
facilities not previously part of GGNSC Holdings operations," S&P
said.

"The speculative-grade rating on Drumm reflects our view of the
company's weak business risk profile and aggressive financial risk
profile. The ratings incorporate our belief that, over the long
term, reimbursement will remain a chronic risk, despite recent
revisions to Medicare reimbursement beneficial to Drumm," said
Standard & Poor's credit analyst David Peknay. "Our rating also
incorporates the uncertainty of federal efforts to reduce health
care spending and Drumm's relatively narrow business focus, which
subjects the company to regulatory risk," he added. The rating
also recognizes the competitiveness of the nursing home industry,
and Drumm's significant debt burden.

Despite Drumm's size, scale, and diversity (305 communities that
include nursing homes and assisted living centers, and 79 hospice
and home health locations in 23 states), its weak business risk
profile is influenced by significant industry challenges, most
notably uncertain government reimbursement, notwithstanding
recently favorable Medicare rate increases. Recent revisions in
Medicare payments to nursing homes resulted in an increase
by over 10% in the average Medicare rate per day that Drumm
receives. "In our view, reimbursement will remain volatile in the
long term, with rate cuts possible, particularly as the strain of
rapidly rising health care expenditures propels federal efforts to
cut health care costs," S&P said.


DYNA-GO PROPERTIES: Trustee Approves Appraiser for Land Swap
------------------------------------------------------------
Jacqueline Armendariz at Brownsville Herald reports that Texas
Southmost College trustees approved naming an appraiser for a
potential land swap involving a property owner going through
bankruptcy proceedings.

According to the report, on May 25 certain TSC trustees said
finding an appraiser did not mean they were committing to a land
swap that would trade the TSC-owned Cueto building for nine
acres of Rivercentre lots.  The Rivercentre lots are owned by
Brownsville company Dyna-Go Properties, which in January filed
for reorganization under Chapter 11 bankruptcy laws.

Ms. Armendariz says the day before the May TSC meeting, court
records show that Dyna-Go Properties made a motion for a time
extension in bankruptcy court to "solicit acceptances," presumably
for a property deal. The motion has three "exhibits" attached to
show that the company has a potential buyer for the land, and all
three were from TSC.  The documents include the agendas for the
April and May meetings of the TSC board of trustees and a letter
from the college's legal counsel to Dyna-Go's attorney.

Court records appear to show that the company's motion was
an effort to use TSC as leverage to stall its own bankruptcy
proceedings by portraying the college as a potential buyer, while
trustees said they were just testing the waters.

The TSC letter filed as an exhibit in Dyna-Go's bankruptcy
proceeding was written by TSC counsel Frank Perez and is addressed
to Dyna-Go Properties lawyer Dennis Sanchez. It addresses a
possible real-estate deal.

Dyna-Go Properties, Inc., doing business as Rivercentre Plaza,
formerly doing business as Brownsville Compress & Warehouse
Company, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex.
Case No. 11-70064) on Jan. 31, 2011.  Antonio Villeda, Esq., in
McAllen, Texas, serves as counsel to the Debtor.  In its
schedules, the Debtor disclosed $3,313,400 in assets and
$1,572,577 in liabilities.


DYNEGY INC: Seven Directors Elected at Annual Meeting
-----------------------------------------------------
At June 15, 2011, annual meeting of stockholders of Dynegy Inc.,
the company announced the results of six proposals voted on by
stockholders.  The Stockholders elected all seven board nominees
to serve until next year's annual meeting of stockholders.  The
individuals that were elected are Thomas W. Elward, Michael J.
Embler, Robert C. Flexon, E. Hunter Harrison, Vincent J. Intrieri,
Samuel Merksamer and Felix Pardo.  The Stockholders also:

   (a) approved, on an advisory basis, the compensation of the
       Company's named executive officers;

   (b) voted in favor of holding future advisory votes on the
       company's executive compensation on an annual basis;

   (c) approved the continuation of the Stockholder Protection
       Rights Agreement for another year;

   (d) ratified the selection of Ernst & Young LLP as Dynegy's
       independent auditors for 2011; and

   (e) rejected a proposal regarding the establishment of
       quantitative goals for the reduction of greenhouse gas
       emissions.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                          Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                       Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

Ernst & Young LLP, in Houston, said that Dynegy projects that it
is likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                         *     *     *

As reported by the Troubled Company Reporter on March 14, 2011,
Fitch Ratings downgraded the ratings on Dynegy and its
subsidiaries after Dynegy's auditors raised substantial doubt as
to its ability to continue as a going concern and the company
announced it would likely trip debt covenants in its credit
facilities.


E.DIGITAL CORPORATION: Recurring Losses Prompt Going Concern Doubt
-----------------------------------------------------------------
e.Digital Corporation filed on June 21, 2011, its annual report on
Form 10-K for the fiscal year ended March 31, 2011.

SingerLewak LLP, in Los Angeles, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has historically
suffered recurring losses from operations and has a substantial
accumulated deficit.

The Company reported a net loss of $1.08 million on $1.30 million
of revenues for fiscal 2011, compared with a net loss of $809,420
on $2.55 million of revenues for fiscal 2010.

The Company's balance sheet at March 31, 2011, showed
$2.20 Million in total assets, $177,479 in total liabilities, all
current, and stockholders' equity of $2.02 million.

A copy of the Form 10-K is available at http://is.gd/IOcxh0

Based in San Diego, Calif., e.Digital Corporation is a holding
company incorporated under the laws of Delaware that operates
through a wholly-owned California subsidiary of the same name.
The Company markets its eVU(R) mobile entertainment system for the
travel industry and license and enforces its Flash-R(TM) portfolio
of flash memory patents for use in portable devices produced by
electronic product manufacturers.  The Company also seeks to
expand its licensable intellectual property portfolio and in
fiscal 2011 filed seven new U.S. patent applications for
technologies related to communication networks and digital data
distribution.


EL PASO PIPELINE: S&P Affirms Issue-Level Rating at 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' issue-level
rating on Houston-based energy company El Paso Pipeline Partners
Operating Co. LLC (EPPO). "At the same time, we revised the
recovery rating to '4' from '3'. The '4' recovery rating
indicates our expectation of an average (30% to 50%) recovery in
the event of default. The rating action follows our revised
recovery analysis on the consolidated capital structure of parent
El Paso Corp.," S&P said.

El Paso Pipeline Partners L.P. fully and unconditionally
guarantees EPPO's unsecured notes. "Our 'BB' long-term corporate
credit rating on El Paso Pipeline Partners L.P. is tied to our
rating on El Paso Corp.," S&P said

The rating on El Paso Corp. is on CreditWatch with positive
implications. "The CreditWatch listing reflects our view that El
Paso's consolidated credit profile will improve following the
spinoff of the exploration and production (E&P) business. We view
the E&P business as notably riskier than El Paso's pipeline
segment due to its cash flow volatility and the significant
capital requirements needed to maintain production levels and
reserves. We believe the pro forma business risk profile will
improve because almost all of the company's cash flow will come
from a diverse set of pipeline assets; more than 90% of the cash
flow will come from fee-based reservation charges. In our
view, pro forma financial ratios will worsen, even after
deconsolidating the debt associated with Ruby Pipeline. We believe
the ratio of pro forma debt to EBITDA could be around 5x. However,
this figure will depend on the pace of asset dropdowns into master
limited partnership El Paso Pipeline Partners L.P. (EPB) and on
the amount of the spinoff's net proceeds that El Paso uses for
debt reduction. The remaining businesses can tolerate more
aggressive financial leverage, however, because the cash flows
will be inherently more stable. Following a more thorough review
of the new company's credit profile, including a better
understanding of management's tolerance for financial leverage, we
will be better positioned to comment on the extent of the ratings
actions that are likely to result, but we believe that we could
raise ratings on El Paso to investment grade," S&P related.

Ratings List

Rating Affirmed/Recovery Rating Revised
El Paso Pipeline Partners Operating Co. LLC

                                          To             From
Senior Unsecured                          BB
Recovery Rating                          4              3


ELLICOTT SPRINGS: Kutner Miller Removed from Reorganization Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado removed
Kutner Miller Brinen, P.C. as counsel for Ellicott Springs
Resources, LLC.

The firm requested to be withdrawn from representation of the
Debtor.  According to the firm, the Debtor has no way to
compensate counsel for legal services going forward.

Colorado Springs, Colorado-based Ellicott Springs Resources, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case
No. 10-13116) on Feb. 19, 2010.  The Company disclosed $21,940,030
in assets and $8,411,246 in liabilities as of the Chapter 11
filing.

Ellicott Springs Development, LLC; PLW, Inc. (Case No. 10-13114);
and Rodney J. Preisser (Case No. 10-13110), the Debtor's
affiliates are also based in Colorado Springs, Colorado, and each
estimated assets and debts at $10 million to $50 million.

Lee M. Kutner, Esq., who has an office in Denver, Colorado,
represents the Debtors in their restructuring effort.

On Jan. 11, 2011, the Court vacated its order for joint
administration and directed separate administration of Chapter 11
estates.

Joseph Rosania, Esq., was appointed as Chapter 11 trustee on
Jan. 20, 2011.


EMMIS COMMUNICATIONS: To Sell Controlling Interest in Stations
--------------------------------------------------------------
Emmis Communications Corporation reached an agreement to transfer
WKQX-FM (101.1 MHz, Chicago, IL), WLUP-FM (97.9 MHz, Chicago, IL)
and WRXP-FM (101.9 MHz, New York, NY) to Merlin Media LLC, a
controlling interest of which will be acquired by Chicago-based
private equity firm GTCR and Randy Michaels.  Emmis will own a
significant minority stake.  The transaction's closing is subject
to various regulatory approvals and other customary conditions.

"While it is always difficult to part with stations that have been
valuable contributors to our company, we believe that today's
transaction will create significant value for our shareholders,"
said Jeff Smulyan, Chairman & CEO of Emmis.  "As a significant
minority partner in Merlin Media, we're delighted to remain
engaged with these markets and stations in the exciting days
ahead."

"We are extremely excited about the opportunity to partner with
Emmis and Randy," said Philip A. Canfield, Principal at GTCR.
"Emmis's CEO, Jeff Smulyan, and Randy Michaels are both proven
veterans of the media industry and we look forward to working with
them to provide valuable media content to Merlin Media's future
consumers."

Affiliates of GTCR will begin a Local Marketing Agreement to
program and sell advertising on the three stations in the next 45
days.  Emmis will continue to own and operate the stations during
the term of the LMA until FCC approval is granted.

Emmis purchased WKQX (Q101) in 1988, picking up The Loop (WLUP) in
2005.  Emmis has owned the 101.9 signal in New York since 1998,
having launched the WRXP format in 2008.

Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wiley Rein LLP
served as legal counsel and Moelis & Company served as financial
advisor to Emmis.


ENCOMPASS GROUP: J.H. Cohn LLP Raises Going Concern Doubt
---------------------------------------------------------
Encompass Group Affiliates, Inc., filed on June 20, 2011, its
annual report on Form 10-K for the fiscal year ended June 30,
2010.

J.H. Cohn LLP, in New York City, expressed substantial doubt about
Encompass Group Affiliates' ability to continue as a going
concern.  The independent auditors noted that the Company incurred
an operating loss of $16.9 million and a net loss of $28.8 million
for the year ended June 30, 2010, and the Company's consolidated
balance sheet reflects a stockholders' deficiency of
$10.2 million.

The Company reported a net loss of $28.8 million on $88.2 million
of sales for fiscal 2010, compared with net income of $2.9 million
on $110.1 million of sales for fiscal 2009.

The Company's balance sheet at June 30, 2010, showed $47.0 million
in total assets, $50.5 million in total liabilities, $6.7 million
in Series E Preferred Stock, and a stockholders' deficit of
$10.2 million.

A copy of the Form 10-K is available at http://is.gd/OS2Oxv

Lawrenceville, Ga.-based Encompass Group Affiliates, Inc., is a
public company specializing in the technology aftermarket service
and supply chain known as reverse logistics.


EVANS INDUSTRIES: 5th Cir. Says Insurance Transferred to Buyer
--------------------------------------------------------------
Greif Industrial Packaging and Services, Limited Liability
Corporation, Appellant, v. R. Patrick Sharp, III, as Distribution
Trustee for the Distribution Trust of Evans Industries,
Incorporated, Appellee, No. 10-30387 (5th Cir.), concerns the
proper interpretation of an asset purchase agreement between a
Chapter 11 debtor and the company that purchased it out of
bankruptcy.

Evans Industries, Inc., operated a series of five leased
facilities in Louisiana and Texas that manufactured, filled,
warehoused and distributed steel drums and industrial containers.
Evans filed a Chapter 11 petition in April 2006, and the
bankruptcy court confirmed the reorganization plan in October
2006.  The plan formed a Distribution Trust of Evans Industries
and allocated most of Evans's assets to that Trust. R. Patrick
Sharp, III was appointed Trustee.

In November 2006, on the plan's closing date, Greif entered into
an asset purchase agreement with Evans.  Under the APA, Evans sold
its operations at the five facilities to Greif for $11,250,000.
The sale included all of Evans's property used to conduct business
at all five premises, except for certain assets specifically
excluded. However, $1,657,500 of that amount would be placed in a
holdback escrow account funded by Greif.  Greif was entitled to
make holdback claims against that account for certain expenses as
allowed for in the APA.  Every four months, if no claims were
filed, Greif would transfer one-fourth of the amount ($414,375)
from the escrow account to the trust in accordance with the
Chapter 11 plan; any disputed charges would be submitted to the
bankruptcy court for resolution.

After Greif took over the facilities, it made two disputed claims
against the holdback.  First, it claimed $649,633.75 in expenses
it incurred removing and disposing of hundreds of barrels of
environmentally hazardous waste left behind by Evans at four of
the five sites.  Second, it claimed $10,452.06 for payments it
made to a third party, Ingersoll-Rand, for five pieces of
industrial equipment -- Bobcat loaders -- that Evans had purchased
but not yet fully paid off.  Added up, the disputed holdback
claims totaled $660,085.81.

The Trustee filed a complaint in bankruptcy court, asking the
court to order Greif to transfer the disputed funds to the trust.
The Trustee also filed a claim for the prorated portion --
$97,224.12 -- of an insurance premium paid by Evans as a setoff
against any valid holdback claims Greif might have. Finally, the
Trustee filed a claim for $5,238.09 in utilities deposits at the
various sites paid by Evans but refunded to Greif.  The bankruptcy
court ruled for the Trustee and against Greif as to the holdback
amounts and the utility deposits, but ruled for Greif as to the
setoff claim for the prorated insurance premium.  The parties
cross-appealed as to the holdback issues and insurance premium
setoff, although Greif did not appeal the $5,238.09 judgment
relating to the refunded utilities deposits.

The district court affirmed as to the holdback provisions but
reversed and remanded as to the insurance premium setoff, finding
that the Trustee was entitled to its prorated portion of the paid
premium.  Greif appealed.

In a decision dated June 21, 2011, the U.S. Court of Appeals for
the Fifth Circuit affirmed the judgment of the district court with
respect to the holdback claims for environmental liabilities and
the Ingersoll-Rand industrial equipment.  The Fifth Circuit
reversed and remanded the judgment of the district court with
respect to the Lexington insurance premium.

The Fifth Circuit held that the APA consign responsibility to
Evans but do not say that Greif could engage in remediation on its
own initiative and turn over the bill to the holdback fund.  "We
are not persuaded that the lower courts committed any reversible
error in their analysis of this issue," the Fifth Circuit said.

As to the Bobcat Loader payments, the Fifth Circuit held that the
confirmed reorganization plan called for Ingersoll-Rand to be paid
from sale proceeds, although it apparently was not paid and came
to Greif for satisfaction. The Fifth Circuit said the bankruptcy
court concluded that since the debt was not retained by Evans
under the APA, Greif cannot claim a material breach by Evans, and
therefore cannot exercise its right against the holdback.  "Having
reviewed the record, the parties' briefs and oral presentations,
we reach the same conclusion for essentially the same reasons,"
the Fifth Circuit said.

With respect to the insurance premiums, the Fifth Circuit held
that because the APA intended to transfer all of Evans's assets,
and because it specifies that its list of assets is non-exclusive,
the insurance coverage was transferred to Greif when the APA
closed.  "Because the APA effectively, if silently, transferred
the policy to Greif, Greif need not reimburse Evans for the
prorated premium.  We reverse the judgment of the district court
and remand with instructions to reject the Trustee's setoff claim
of $97,224.06," the Fifth Circuit said.

The Fifth Circuit panel consists of Chief Judge Edith Jones, and
Circuit Judge Fortunato Benavides, and Keith Byron Aycock,
District Judge of the Northern District of Mississippi, sitting by
designation.  A copy of the Fifth Circuit's decision is available
at http://is.gd/q8WS0ffrom Leagle.com.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactured and distributed
steel drums.  The Company filed for Chapter 11 protection (Bankr.
E.D. La. Case No. 06-10370) on April 25, 2006.  Eric J. Derbes,
Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC,
represented the Debtor.  C. Davin Boldissar, Esq., at Locke
Liddell & Sapp, LLP, represented the Official Committee of
Unsecured Creditors.  In its petition, Evans estimated having
assets below $1 million and debts between $10 million and
$50 million.


EVANS OIL: Has Until July 14 to Propose Chapter 11 Plan
-------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District of Florida extended Evans Oil Company, L.L.C., et
al.'s exclusive periods to file and solicit acceptances for the
proposed chapter 11 plan until July 14, 2011, and Sept 12,
respectively.

As reported in the Troubled Company Reporter on June 14, Donald F.
Walton, U.S. Trustee for Region 21, wanted the Debtors'
exclusivity extension denied because the Debtors had not
demonstrated any exigency to establish cause for seeking the
relief on an emergency basis.

Secured creditor Fifth Third Bank supported the U.S. Trustee's
motion relating the Court ordered that if the Debtor failed to
file a disclosure statement by May 30, it will conduct a hearing
on dismissal or conversion of the case.  On May 20, the Debtor
requested for a July 29 plan filing extension and Sept. 27, plan
solicitation period.

                       About Evans Oil

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

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

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

There has been no committees formed in the Debtor's case at the
present time


FAIRFAX CROSSING: Modifies Second Amended Plan
----------------------------------------------
Fairfax Crossing LLC and Fairfax Crossing II LLC filed with the
U.S. Bankruptcy Court for the Northern District of West Virginia,
Martinsburg Division, a modified second amended disclosure
statement explaining their Chapter 11 plan of reorganization.

The Plan was modified as stated on the record at the hearing held
on May 31, 2011, to consider approval of the Disclosure Statement
and the request for substantive consolidation of the Debtors.

The Plan provides that Holders of both the Allowed Secured Claims
and Unsecured Claims will receive payment equal to 100% of their
Allowed Claims, over time.

A full-text copy of the Modified Second Amended Disclosure
Statement, dated June 9, 2011, is available for free
at http://ResearchArchives.com/t/s?7648

                      About Fairfax Crossing

Based in Charles Town, West Virginia, Fairfax Crossing LLC filed
for Chapter 11 Bankruptcy Protection on June 29, 2010 (Bankr. N.D.
W.V. Case No. 10-01362).  Judge Patrick M. Flatley presides over
the Debtor's case.  The Debtor estimated both assets and debts of
between $1 million and $10 million.

Debtor-affiliate Charles Town, West Virginia-based Fairfax
Crossing II LLC filed a separate petition for Chapter 11
bankruptcy protection on June 29, 2010 (Bankr. N.D.
W.V. Case No. 10-01368).  Fairfax Crossing II disclosed
$24,270,748 in assets and $5,589,190 in liabilities as of the
petition date.

Richard G. Gay, Esq., at the Law Office of Richard G. Gay, L.C.,
in Berkeley Springs, W. Va., and Lawrence J. Yumkas, Esq, at
Vidmar & Sweeney, LLC, in Annapolis, Md., represent the Debtors as
counsel.  The cases are jointly consolidated under Case No.
10-01362.

Fairfax is the developer of Lakeland Place at Fairfax Crossing, a
community comprised of single family residences and townhomes in
Ranson, West Virginia.  Fairfax II is a real estate development
company that holds title to a 19.1139 acre residential and
commercial parcel in Fairfax Crossing and also holds title to an
adjoining 31.13 acre parcel which Fairfax plans to develop into a
residential community called Lloyd's Landing.


FKF MADISON: Committee Seeks More Time to Challenge Lender's Liens
------------------------------------------------------------------
The official committee representing One Madison Park's unsecured
creditors has asked the Bankruptcy Court to extend a Friday
deadline to challenge the liens held by secured lender iStar
Financial Inc. in connection with the loans provided to fund
construction of the 50-story, glass-walled tower.  The Committee
is looking for an extra two months to bring those challenges in
light of new "drama" over who owns the loans.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that junior lender Amalgamated Bank says it recently
exercised its right to buy out iStar's senior position in the debt
and is now seeking to block One Madison from proceeding with a
recently filed restructuring plan.

DBR relates that the committee's attorney, Schuyler Carroll of
Perkins Coie, said in an interview Tuesday that Amalgamated agreed
to extend the challenge deadline through at least July 14, the
date he's hoping the U.S. Bankruptcy Court in Wilmington, Del.,
will consider granting the full 60-day extension.  The Committee's
counsel added that the committee will continue reaching out to
Amalgamated and that it hopes to resolve the lien challenge issue
before July 14.

The Troubled Company Reporter on June 17, 2011, reported that HFZ
Capital Group and CIM Group filed a Chapter 11 plan of
reorganization for One Madison Park, pledging up to $200 million
to take the Manhattan condominium tower out of Chapter 11
protection.

According to DBR, Amalgamated opposes the plan term that enables
its portion of the loan debt, about $69 million, to be wiped out.
In court papers, the lender asked One Madison to choose between
engaging it in restructuring talks or its "current path of seeking
to pursue a plan that undervalues the debtors and seeks to
transfer ownership of the debtors' assets to the 'bidder' selected
in a backroom deal."

DBR relates that whichever plan One Madison ends up proceeding
with would likely determine whether the Committee decides to
challenge the liens.  The Committee said its members, owed between
$160 million and $180 million, might be better offer forgetting
the challenge and accepting the $6.75 million cash pool offered
under the HFZ-sponsored plan.  But if that doesn't come to
fruition, the Committee said it would likely be in members' best
interests to challenge the liens, "regardless of the magnitude of
such challenge."

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

                        iStar Claim

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the case of FKF Madison is in flux once again because
control of the first-lien debt has been sold.  In seeking more
time to investigate the validity of the $235 million first lien
that was held by iStar Financial, the committee says the senior
debt was acquired by the trustee for the junior lender,
Amalgamated's Longview Ultra Construction Loan Fund.  The
committee said that the Longview fund doesn't support the
reorganization plan the project filed this month, where ownership
would transfer to a joint venture between CIM Fund III LP and HFZ
Capital Group LLC in return for investments needed to carry out
the plan.

Mr. Rochelle recounts that the owner held an auction in April for
the right to sponsor a plan.  Afterward, there were discussions
with iStar and the creditors' committee, a court filing said.
Before the plan was filed, court papers said there might be a
"meaningful" distribution to unsecured creditors.

                          Related Cos.

Related Cos., which developed Manhattan's Time Warner Center, is
reportedly working on a plan to finish up One Madison Park, the
slender 597-foot glass tower that was a major casualty of the
real-estate bust.

The Wall Street Journal, citing several people familiar with the
matter, reported Wednesday that developer Related Cos. was working
with Amalgamated on its plan to buy out iStar's stake.

                       About FKF Madison

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

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


FRASSATI RESIDENCE: Moody's Upgrades Letter of Credit Rating
------------------------------------------------------------
Moody's Investor Services has upgraded to Aa2/VMIG 1 from Ba3/S.G.
the letter of credit backed rating assigned to the Rhode Island
Health and Educational Building Corporation Higher Health
Facilities Revenue Refunding Bonds, Frassati Residence (Villa at
St. Antoine) Issue, 2007 Series A in conjunction with the
substitution of the current letter of credit securing the Bonds
provided by Allied Irish Banks p.l.c. with a new direct-pay LOC
provided by TD Bank N.A. effective June 22, 2011.

SUMMARY RATING RATIONALE

The rating is based upon (i) a direct-pay LOC provided by the
Bank, (ii) the structure and legal protections of the
transactions, which ensures timely payment of debt service and
purchase price to bondholders; and (iii) Moody's evaluation of the
credit quality of the Bank issuing the letter of credit.

Moody's currently rates the Bank Aa2 for its long-term bank
obligations and Prime-1 for its short term obligations.

DETAILED CREDIT DISCUSSION

Interest Rate Modes and Payment

The Bonds will continue to bear interest in a weekly rate mode and
interest will be paid on the first business day of each month. The
trust indenture permits the conversion of the interest rate of the
Bonds, in whole, to a daily, monthly mode, term or fixed rate
mode. The Bonds will be subject to mandatory tender upon
conversion of the interest rate mode. Moody's letter of credit
backed ratings only apply to the Bonds while bearing interest in
the weekly, daily or monthly rate modes. While in the daily or
monthly rate modes, interest will also be paid on the first
business day of the month.

Additional Bonds

The trust indenture allows for the issuance of additional bonds
with prior written confirmation from the rating agencies then
rating the Bonds that the rating will not be reduced or withdrawn
as a result of the issuance of such additional bonds of the same
series.

Flow of Funds

The trustee is instructed to draw under the LOC for principal
and/or interest in order to receive payment in accordance with its
terms in order to receive timely payment on all interest and
principal payment dates. The trustee is also instructed to draw
under the LOC for payment of purchase price in accordance with its
terms to the extent remarketing proceeds are insufficient, in
order to receive payment by 2:00 p.m., Eastern time on such date.

Bonds that are purchased by the Bank due to a failed remarketing
are held by the trustee and will not be released until the trustee
has received confirmation from the Bank stating that the LOC has
been reinstated for the full amount of the purchase price drawn
for such Bonds.

Direct Pay Letter of Credit

The LOC provided by the Bank is sized for the full principal
amount plus 43 days of interest at the maximum interest rate of
12%. The LOC provides sufficient coverage for the Bonds while they
bear interest in the weekly, daily or monthly rate modes.

Draws on Letter of Credit

Conforming draws under the LOC for principal and interest received
by the Bank at or prior to 5:00 p.m., Eastern time, on a business
day, will be honored by 12:00 p.m., Eastern time, on the following
business day. Conforming draws for purchase price received by the
Bank by 12:00 p.m., Eastern time, on a business day, will be
honored by the Bank by 2:00 p.m., Eastern time, on the same
business day.

Reinstatement of Interest Draws

Draws made under the LOC for interest shall be automatically and
immediately reinstated by the Bank on the 10th day following the
Bank's honoring any such interest drawing unless the trustee
receives notice of non-reinstatement of the LOC by the 9th day
following such a drawing. Upon receipt of such notice, the trustee
is directed to immediately accelerate the maturity of the Bonds.
Interest on the bonds ceases to accrue upon such declaration.

Substitution

Substitution of the LOC is permitted and requires a mandatory
tender of the Bonds on the date the substitute LOC will go into
effect. On such mandatory tender date, the trustee shall draw
under the existing LOC for full purchase price of the Bonds, to
the extent remarketing proceeds are not available, and shall not
surrender the existing LOC to the Bank until after all draws have
been honored.

Reimbursement Agreement Defaults

The Bank may deliver written notice to the trustee stating that an
event of default under the reimbursement agreement has occurred
and is continuing and directing the immediate acceleration of the
maturity of the Bonds. Upon receipt of such notice, the trustee is
directed to immediately accelerate the maturity of the Bonds.
Interest on the bonds ceases to accrue upon such declaration.

Expiration/Termination of the Letter of Credit

The LOC expires upon the earliest to occur of: (1) the stated
expiration date, June 22, 2016; (2) on the date the Bank receives
the trustee's certification that: (a) a substitute LOC has been
accepted, (b) the interest rate mode has been converted to a mode
other than the daily, weekly or monthly rate modes , or (c) no
Bonds remain outstanding; (3) the Bank's receipt of notice from
the trustee of the optional or mandatory redemption of all the
Bonds; (4) 10 business days following the trustee's receipt of
notice of an event of default under the reimbursement agreement;
or (5) the Bank's receipt of notice from the trustee of the
acceleration or defeasance of all the Bonds.

Optional Tenders

While the Bonds are in the weekly rate mode, bondholders may
optionally tender their Bonds on any business day, by providing
written notice to the tender agent and the remarketing agent by
3:00 p.m., Eastern time at least 5 business days in advance. While
the Bonds are in the daily rate mode, bondholders may optionally
tender their Bonds on any business day, by providing written
notice to the tender agent and the remarketing agent by 11:00
a.m., Eastern time. While the Bonds are in the monthly rate mode,
bondholders may optionally tender their Bonds on any interest
payment date, by providing written notice to the tender agent and
the remarketing agent by 3:00 p.m., Eastern time, on the business
day prior to the interest payment date.

Bondholders tendering their Bonds will receive purchase price
equal to the par amount of the Bonds tendered plus accrued
interest to the tender date.

Mandatory Tenders

The Bonds are subject to mandatory tender on these dates: (i) on
any conversion date; (ii) on the LOC substitution date; or (iii)
on the 2nd business day prior to the LOC expiration date.

Mandatory Redemption

The Bonds are subject to mandatory sinking fund redemptions.

WHAT COULD CHANGE THE RATING-UP

Long-Term: The long-term rating on the Bonds could be raised if
the long-term rating of the Bank was upgraded.

Short-Term: Not applicable

WHAT COULD CHANGE THE RATING-DOWN

Long-Term: The long-term rating on the Bonds could be lowered if
the long-term rating of the Bank was downgraded.

Short-Term: The short-term rating on the Bonds could be lowered if
the short-term rating of the Bank was downgraded.

Key Contacts

Trustee: Bank of New York Mellon Trust Company, N.A.

Remarketing Agent: Merrill Lynch, Pierce, Fenner & Smith Inc.

The last rating action on the Bonds took place on April 18, 2011
when the long term and short term ratings were downgraded to
Baa3/S.G.

The principal methodology used in this rating was Moody's
Methodology for Rating U.S. Public Finance Transactions Based on
the Credit Substitution Approach published in August 2009.


GAMETECH INT'L: Amends Loan Agreement with U.S. Bank, et al.
------------------------------------------------------------
Gametech International, Inc., entered into an Amended and Restated
Loan Agreement with U.S. Bank N.A. and Bank of West, which amends
the terms of the Company's existing credit facility with the
Lenders.  Provided the Company remains in compliance with the
terms of the new loan agreement as of June 30, 2012, the term of
the facility will extend from June 30, 2012 to June 30, 2013.  The
new agreement does not impose any obligation on the part of the
Lenders to provide additional financing to the Company.
Substantially all of the assets of the Company, including its
corporate headquarters, continue to collateralize the Company's
borrowings.

Under the terms of the new loan agreement, the Company is required
to make monthly payments of principal in the amount of $200
thousand from August 2011 through June 2012, and if extended
through October 2012, increasing to $300 thousand from November
2012 until the facility matures on June 30, 2013, at which time
the remaining principal balance becomes due.

The new loan agreement provides that all outstanding balances
under the facility bear interest at a base rate, which is equal to
an applicable margin plus the daily Eurocurrency rate or an
alternative base rate (as provided for in the agreement).  The
current applicable margin is 5.80%, and increases to 7.50%
(February 2012 through April 2012), 8.50% (May 2012 through
October 2012) and 9.50% (November 2012 through June 30, 2013).
Upon an event of default, the interest rate under the facility
will increase by 3%.  The Company's interest rate swap agreement
continues to remain effective following the Company's entry into
the new loan agreement, and applies to both the term loan and
revolver.  As of June 15, 2011, the interest rate was 5.99% plus
3.80% effect of the interest rate swap for a total of 9.79%.

The new loan agreement requires the Company to apply 75% of its
excess cash flow as of the end of each fiscal quarter beginning
with the quarter ending July 31, 2011, towards the satisfaction of
its obligations under the facility.  Additionally, the Company is
required to apply 100% of the proceeds from certain transactions
and other sources to the prepayment of its obligations under the
facility, including the net cash proceeds from any sale of assets
(other than sales of inventory in the ordinary course of
business), financings, excess insurance proceeds from casualty
events, condemnation awards, the receipt of specific assets, and
other events as specified in the agreement.  In addition, the
agreement prohibits capital expenditures for any use other than
purchases of equipment for leasing to customers in the ordinary
course of business, and limits the amount of capital expenditures
that may be made by the Company.

The new loan agreement requires the Company to comply with various
financial and non-financial covenants as well as customary events
of default.  The financial covenants include requirements that the
Company maintain minimum quarterly profitability, quarterly
consolidated EBITDA, and cash flow leverage and fixed charge
coverage ratios, which are measured monthly beginning Oct. 31,
2011.  Additionally, the Company is required to maintain at least
$750 thousand in liquidity at all times.

The non-financial covenants include restrictions on asset
divestitures, liens, transactions with related parties,
limitations on additional indebtedness, mergers, acquisitions and
consolidations, cash dividends, issuance and redemptions of stock,
investments, sale leaseback transactions, operations outside of
submitted strategic plan, a change of control, as well as a
requirement to continue to retain a consultant that is acceptable
to both the Lenders and the Company.

In consideration for its entry into the new loan agreement, the
Company is required to pay a closing fee in the amount of $736
thousand, fifty percent of which was due at closing.  The
remaining half is due Dec. 31, 2011, but will be waived upon
satisfaction of certain financial conditions set forth in the loan
agreement.  The agreement also required a payment of $1.0 million
at closing, which was first applied to the portion of the closing
fee due at closing and second to the outstanding principal balance
of the term loan.   Following the closing of the new loan
agreement and payment of the required payments on June 15, 2011,
the aggregate outstanding principal balance under the credit
facility was $23.9 million.

After giving consideration to the restructured payment schedule,
the financial covenants and other requirements set forth in the
new loan agreement, the Company expects that it will be required
to make payments of approximately $9.5 million in the twelve-month
period ending April 29, 2012, approximately $3.1 million in the
twelve-month period ending April 28, 2013 and payments of
approximately $13.0 million for the remaining term of the loan
ending June 30, 2013.

                           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.


GENERAL MOTORS: Dist. Court Says Ex-Employee's Suit Can't Proceed
-----------------------------------------------------------------
District Judge John G. Koeltl in New York affirmed Bankruptcy
Judge Robert Gerber's decision denying a former General Motors
Corp. employee's request for relief from the automatic stay, and
ordering the employee to withdraw an action he brought against
Motors Liquidation Company, et al., f/k/a General Motors Corp., et
al., in the Eastern District of Michigan.

Stanley R. Stasko filed the complaint on Dec. 11, 2009, alleging a
claim pursuant to 42 U.S.C. Sec. 1983 and requesting compensatory
damages for "actual work performed [by appellant] . . . from July
1983 to August 1995," and punitive damages for hostile work
environment. He was a GM employee over 10 years prior to the
filing of the Michigan Action.  He seeks a default judgment
against the Debtors in the Michigan Action, seeking $2,775,266 in
damages.

The Michigan Action was filed six months after the Debtors filed
petitions for bankruptcy pursuant to chapter 11, triggering the
automatic stay, and almost two weeks after the deadline to file a
proof of claim with the bankruptcy court.

The District Court case is Stanley R. Stasko, Appellant, v. Motors
Liquidation Company, Appellee, No. 10 Civ. 4322 (S.D.N.Y.).  A
copy of the District Court's June 17, 2011 Memorandum Opinion and
Order is available at http://is.gd/ZDf76ufrom Leagle.com.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GRAHAM PACKAGING: Fitch Revises Watch Status on 'B' IDR to Neg.
---------------------------------------------------------------
Fitch Ratings has revised the Rating Watch status on Graham
Packaging Company, L.P.'s and its subsidiary, GPC Capital Corp.'s
'B' Issuer Default Rating and the long-term debt ratings to
Negative from Positive.

The rating action follows Graham's announcement that the company
has signed a definitive merger agreement, and an amendment
thereto, under which Graham would be acquired by Reynolds Group
Holdings Limited in an all-cash transaction for $25.50 per share.
The transaction is valued at approximately $4.5 billion including
assumed indebtedness. The deal is expected to close in the second
half of this year. Details for the transaction financing have not
been released. Graham's previous merger agreement with Silgan
Holdings Inc. has been terminated.

Graham's credit agreement contains triggers that allow lenders to
declare an event of default and elect to declare all borrowings
due and payable in the event of a party acquiring beneficial
ownership. The debt indentures also contain a change of control
covenant that requires the company to repurchase all outstanding
notes at 101% of their principal amount plus accrued and unpaid
interest.

The Negative Rating Watch will be resolved upon closing of the
acquisition. Fitch has placed these ratings on Rating Watch
Negative:

Graham and subsidiary GPC Capital Corp.:

   -- IDR 'B';

   -- Senior secured revolving credit facility 'B+/RR3';

   -- Senior secured term loan 'B+/RR3';

   -- Senior unsecured notes 'CCC/RR6';

   -- Senior subordinated notes 'CCC/RR6'.


GRAMERCY PARK: Stay Lifted on Sole Assets, Wants Case Dismissed
---------------------------------------------------------------
Gramercy Park Land, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to dismiss its Chapter 11 case.

The Debtor relates that it will be unable to confirm a chapter 11
plan due to unsuccessful negotiations with the secured lender
regarding the Debtor's sole asset.  On May 18, 2011, the Court
granted the motion of Stabfund (USA), Inc. to lift the automatic
stay with regard to its sole asset.

The Debtor is represented by:

         The Law Offices of Avrum J. Rosen, PLLC
         Avrum J. Rosen, Esq.
         George N. Bara, Esq.
         38 New Street
         Huntington, NY 11743
         Tel: (631) 423 8527
         E-mail: ajrlaw@aol.com

                        About Gramercy Park

New York-based Gramercy Park Land, LLC, filed for Chapter 11
bankruptcy protection on March 29, 2011 (Bankr. S.D.N.Y. Case No.
11-11385).  Avrum J. Rosen, Esq., at The Law Offices of Avrum J.
Rosen, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11387) simultaneously filed separate Chapter 11 petitions on
March 29, 2011.


GRAPHIC PACKAGING: S&P Upgrades Corporate Credit Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Marietta,
Ga.-based Graphic Packaging International Inc., including the
corporate credit rating, to 'BB' from 'BB-'. The rating outlook is
positive.

"The upgrade reflects Graphic Packaging's continued progress in
strengthening its financial risk profile, and prospects for
continued improvement over the next year," said Standard & Poor's
credit analyst Pamela Rice. "The company's total adjusted debt as
of March 31, 2011, was $2.9 billion, about $235 million less than
a year earlier, as the company used free cash flow to reduce debt.
Subsequent to the end of the first quarter, the company used about
$150 million of proceeds from its recent sale of equity to repay
debt. In addition, we believe Graphic Packaging should generate
modestly higher EBITDA over the next year because of higher
prices, steady demand for the company's paperboard packaging
products given our economists' forecast for GDP growth between
2.5% and 3.0%, and continued productivity and cost savings
efforts. As a result, we expect Graphic Packaging to generate at
least $200 million of free cash flow in 2011, which we believe it
will use to further reduce debt. In our view, adjusted debt to
EBITDA and funds from operations (FFO) to adjusted debt
should strengthen to 4x or below by year-end 2011 and nearly 20%,
levels we believe are consistent with a significant financial risk
profile and the 'BB' rating given our view of the company's
business risk profile as satisfactory," S&P said.

"If the company continues to use free cash flow over the next 18
months to reduce debt, we believe adjusted leverage could decline
to 3.5x or less and FFO to adjusted debt improve to between 20%
and 25% by year-end 2012. If credit measures improve in line with
these expectations, we could raise the corporate credit rating to
'BB+'," S&P related.

"The ratings on Graphic Packaging reflect the combination of what
we consider to be its satisfactory business risk profile and its
significant financial risk profile. The company has leading market
positions, long-term customer relationships, a value-added product
mix, and relatively steady earnings capacity. In addition, the
ratings take into account our expectations for considerable free
cash flow, the company's stated commitment to reduce debt,
and its strong liquidity," S&P said.

Graphic Packaging manufactures paperboard, most of which it uses
internally to produce beverage carriers or folding cartons for
food, household goods, and other consumer products that tend to be
recession-resistant.

The rating outlook is positive. "We expect Graphic Packaging to
continue to utilize its free cash flow to reduce debt, which along
with moderately improving earnings could lead to credit measures
that may be consistent with a higher rating. In the near term, our
rating incorporates a moderate increase in EBITDA in 2011 compared
with 2010, primarily as a result of higher pricing and operational
improvements. In addition, we expect the company to generate
at least $200 million of free cash flow in 2011 based on our
EBITDA projections, and use it primarily to reduce debt. We
believe adjusted leverage could improve to 4x or below and FFO to
adjusted debt could increase to more than 15% by year-end 2011 if
the company uses its free cash flow to reduce debt," S&P said.

"We could raise the ratings if earnings and cash flow are
sufficiently robust because of the economic recovery and further
cost reductions, and the company reduces debt so that we believe
adjusted leverage and FFO to adjusted debt will be sustained at
about 3.5x and more than 20%," according to S&P.

"We could revise the outlook to stable if operating conditions are
worse than we expect because of a renewed slowdown in the U.S.
economy, and the company uses its free cash flow for other
activities such as acquisitions or growth initiatives, and we
believe it is more likely to maintain adjusted leverage
and FFO to adjusted debt of about 4x or less than 20%," S&P noted.


GRUBB & ELLIS: Rispoli & Engel to Receive Transaction Bonuses
-------------------------------------------------------------
Grubb & Ellis Company entered into (i) an agreement with Michael
Rispoli, the Company's Executive Vice President and Chief
Financial Officer, and (ii) an agreement with Matthew Engel, the
Company's Senior Vice President, Accounting & Finance/Chief
Accounting Officer, pursuant to which Messrs. Rispoli and Engel
are entitled to receive bonuses in connection with certain
strategic transactions involving the Company or certain of its
subsidiaries.

Under the Agreements, Messrs. Rispoli and Engel are entitled to
receive, in the aggregate, $325,000 and $300,000, respectively.
Pursuant to the terms of the Rispoli Agreement, Mr. Rispoli
received $25,000, to be applied towards his Strategic Transaction
Payment, upon the execution of his agreement in recognition of his
efforts in connection with the Company's subsidiary, Grubb & Ellis
Alesco Global Advisors, LLC, entering into that certain asset
purchase agreement with Lazard Asset Management LLC.  The timing
of the payment by the Company of each of Mr. Engel's Strategic
Transaction Payment and the remainder of Mr. Rispoli's Strategic
Transaction Payment depends upon the timing of the occurrence of
the closing of one or more strategic transactions involving (i)
Daymark Realty Advisors, Inc., NNN Realty Advisors, Inc., Grubb &
Ellis Realty Investors, LLC, or Triple Net Properties Realty,
Inc., or (ii) the Company itself.

In addition, each of Messrs. Rispoli and Engel would be entitled
to a one-time payment in an amount equal to the entire Strategic
Transaction Payment, irrespective of any portion of the Strategic
Transaction Payment that either may have already received, in the
event either of them is terminated by the Company without cause or
as a result of death or disability or voluntary resignation from
the Company for good reason prior to the closing of a strategic
transaction involving the Company.

On June 17, 2011, the Company's Board of Directors approved the
proration of Jacob Van Berkel's target bonus amount, which is
equal to his annual base salary ($425,000), on a monthly basis
beginning in June 2011 until the end of the year.  In addition,
the Board approved the acceleration of any unpaid amounts of this
target bonus owed to Mr. Van Berkel upon the closing of a
strategic transaction by the Company.

                    About Grubb & Ellis Company

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of
the largest and most respected commercial real estate services and
investment companies in the world. Our 5,200 professionals in more
than 100 company-owned and affiliate offices draw from a unique
platform of real estate services, practice groups and investment
products to deliver comprehensive, integrated solutions to real
estate owners, tenants and investors.  The firm's transaction,
management, consulting and investment services are supported by
highly regarded proprietary market research and extensive local
expertise.  Through its investment management business, the
company is a leading sponsor of real estate investment programs.

The Company's balance sheet at March 31, 2011, showed $256.53
million in total assets, $242.77 million in total liabilities,
$92.97 million in 12% cumulative participating perpetual
convertible preferred stock, and a $79.22 million total deficit.

The Company reported a net loss of $69.7 million on $575.5 million
of revenues for 2010, compared with a net loss of $80.5 million on
$527.9 million of revenues for 2009.


GSC GROUP: Settles With SEC Over Magnetar CDO Disclosure
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 trustee for GSC Group Inc. agreed to
settle a civil action brought by the Securities and Exchange
Commission in connection with a 2007 collateralized debt
obligations where GSC failed to tell investors about a conflict of
interest in the selection of the securities in the CDOs.  The
settlement comes up for approval on July 13 in U.S. Bankruptcy
Court in Manhattan.

According to Mr. Rochelle, the trustee's papers explain how
investors were told that GSC was selecting the securities when in
reality they were the choice of Magnetar Capital LLC.  The
conflict arose because Magnetar took a short position against the
securities with a face value of $600 million.  In the settlement,
GSC agrees to commit no further violations of securities law.
There is no monetary penalty on GSC nor are there any limitations
on the future conduct of the business.

                         About GSC Group

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

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

Former Bankruptcy Judge James L. Garrity was appointed as trustee
in the Chapter 11 case.  He was appointed after some lenders
argued that company executives became "quasi agents" for Black
Diamond.

The GSC trustee is proposing to sell the business for a price
fully covering $256.8 million in secured claims, with $18.6
million cash left over. The trustee's liquidating plan would have
$4.6 million for unsecured creditors.  Black Diamond Capital
Finance LLC, as agent for secured lenders, will buy most of the
assets with a $224 million credit bid, a $6.7 million note, $5
million cash, and debt assumption.


HAWAIIAN TELCOM: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a B1 Corporate Family
Rating to Hawaiian Telcom Communications, Inc. Moody's has also
assigned a B1 rating to the Company's proposed new $300 million
senior secured term loan due 2017 and a Ba1 rating to Hawaiian
Telcom's planned $30 million priority senior secured revolving
credit facility due 2015. The outlook is stable.

Moody's has assigned these ratings:

Hawaiian Telcom Communications, Inc.

   -- Corporate Family Rating -- B1

   -- Probability of Default Rating -- B2

   -- $30m Priority Senior Secured RCF -- Ba1, LGD1-0%

   -- $300m Senior Secured Term Loan -- B1, LGD3-35%

   -- SGL / Short-Term Rating -- SGL-1

Outlook -- Stable

RATING RATIONALE

Hawaiian Telcom's B1 corporate family rating reflects its diverse
base of recurring revenues, strong market share, modest leverage
and adequate cash flows. These positives are offset by the
company's relatively small scale, the tough competition from cable
triple-play bundled service and the long term challenges
associated with wireless substitution. The B1 rating reflects
Moody's view that Hawaiian Telcom will successfully deploy video
services and further stabilize its consumer revenue base. The
ratings incorporate a very narrow tolerance for operational
missteps, particularly with respect to the company's IPTV rollout.

"Hawaiian Telcom has made good progress since restructuring,"
commented Moody's Senior Vice President Dennis Saputo. "Management
has restored the basic operating structure and stabilized the
base. Now they must successfully roll out video services and
really attack the cable guys," Saputo continued.

Hawaiian Telcom has a favorable competitive position within the
market for business services. The company's sophisticated data
offerings, broad asset base and ILEC tradition for reliability
appeal to enterprise customers. Hawaiian Telcom offers advanced
data services, such as MPLS, Ethernet and VoIP, and plans to
continue to enhance its offers. However, like many wireline
telco's, Hawaiian Telcom has lost market share in the small
business segment to the cable competitor.

Unlike enterprise business segment, Hawaiian Telcom has an
inferior product lineup for residential customers. Cable
competitors have gained significant market share with triple-play
bundles. Hawaiian Telcom, forced to wait until bankruptcy exit to
rollout video, has to move aggressively to catch
up.Moody'sbelieves that the company will receive a TV franchise
around the middle of this year, which will allow it to rollout an
IPTV offering. The success of this product is critical to Hawaiian
Telcom's future viability, as it will improve its competitive
position and allow for improved customer retention.

The ratings for the debt instruments reflect both the overall
probability of default of Hawaiian Telcom, to which Moody's has
assigned a probability of default rating (PDR) of B2, and loss
given default assessments. The Ba1 (LGD1- 0%) rating of the
proposed $30 million senior 1st lien secured revolving credit
facilities reflects its seniority of claim, its small size
relative to the capital structure and its senior priority in right
of payment ahead of the term loan creditors. The $300 million
secured term loan is rated B1 (LGD3 -- 35%), in line with the
corporate family rating. Due to its priority treatment through the
recent bankruptcy restructuring, Moody's ranks the company's
unfunded pension obligation equally with the senior secured term
loan. This places the preponderance of obligations at the same
standing and results in a rating for the term loan in line with
the overall B1family rating.

Hawaiian Telcom has very good liquidity with approximately $80
million in cash as of March 31, 2011 and the proposed $30 million
revolver which will be undrawn at close. Moody's anticipates that
Hawaiian Telcom will maintain at least $50 million in cash over
the next 12-18 months and that the company will not draw upon the
revolver over that timeframe.

Moody's could lower Hawaiian Telcom's ratings if leverage were to
trend toward 4.0x (Moody's adjusted) and free cash flow were to be
negative, both on a sustained basis. Additionally, downward rating
action would result from operational missteps, particularly
related to the company's video services rollout. If service
rollout was unsuccessful, as evidenced by high churn or low
penetration, downward ratings action could occur.

Moody's could raise Hawaiian Telcom's ratings if leverage were to
trend toward 2.75x and free-cash-flow to debt were to reach the
mid-single-digit percentage range.

The principal methodology used in rating Hawaiian Telcom 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.

Hawaiian Telcom is a telecommunications provider in the state of
Hawaii with approximately 440,000 access lines and 100,000 high
speed internet customers on the islands of Oahu, Maui, Hawaii,
Kauai, Molokai and Lanai. For the twelve months ended 3/31/11,
Hawaiian Telcom generated $400 million in revenues.


HILL TOP: To Sell Assets to Weatherford Artificial for $3.7MM
-------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, San Antonio Division, authorized Hill Top Farm,
Ltd., to sell 208.29 acres of real property located in Bexar
County, Texas, to Weatherford Artificial Lift Systems, Inc., for
$3,700,000.

The Debtor has determined that the best and most efficient exit
strategy for its successful emergence from Chapter 11 will likely
be through a sale of some its assets to a third party in order to
reduce and restructure the remaining balance of its indebtedness
due and owing to First National Bank, N.A.  Payment of the
Debtor's indebtedness to First National Bank is secured by real
property in Bexar County and Webb County, Texas.

No other interested party, except Weatherford, submitted a
qualified bid by the April 13 submission deadline.

San Antonio, Texas-based Hill Top Farm, Ltd., filed for Chapter 11
bankruptcy protection on July 2, 2010 (Bankr. W.D. Tex. Case No.
10-52526).  William B. Kingman, Esq., who has an office in San
Antonio, Texas, represents the Debtor.  The Company estimated
assets at $10 million to $50 million and debts at $1 million to
$10 million.  There was no creditors committee appointed in the
Debtor's case.


HINESLEY FAMILY: Founder's Son Allowed $92,200 Gen. Unsec. Claim
----------------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher sustained in part and denied in
part Hinesley Family Limited Partnership No. 1's Objection to
Proof of Claim No. 2 filed by Charles Hinesley, Jr.

The Debtor was founded by the Hinesley family.  Specifically,
Charles Hinesley Sr., Judith Hinesley, Charles Jr. and Morgan
Hinesley formed the Debtor in August 1997.  The Debtor is a
limited partnership with three limited partners, each holding a
30% interest in the Debtor: Judith Hinesley (wife and mother),
Charles (son) and Morgan (son).  Hinesley Sr. owns a 10% interest
in the Debtor and is the sole general partner.  The Debtor has
historically been engaged in the development of raw land into
subdivisions and the construction of single and multi-family
residential structures.

Charles Jr., however, was terminated from the Debtor's employ
after a dispute with his father.  He filed a proof of claim,
asserting a priority claim of $11,725 and an unsecured claim of
$2,103,888.  The priority portion of Proof of Claim No. 2 is for
wages, salaries or commissions earned within 180 days before the
Debtor's bankruptcy filing.

The Debtor objects to Charles Jr.'s proof of claim, arguing the
claim should be allowed as an unsecured nonpriority claim for
$38,200. Charles Jr. counters that in addition to the $38,200, he
is entitled to $54,000 in wages for the nine month period of time
between May 19, 2011, and Feb. 28, 2010.

Charles Jr.'s living situation has deteriorated since the dispute
began.  He lost his home, a Silverado pickup and his camper
trailer.

Judge Kircher held that Charles Jr. has proven by a preponderance
of the evidence that he is entitled to his wage claims of $38,200
and $54,000 from the Debtor.  However, Charles Jr. has not
demonstrated by a preponderance of the evidence the validity of
the remainder of his claim.  Accordingly, Charles Jr. is allowed
an unsecured nonpriority claim for $92,200.

A copy of Judge Kirscher's June 21, 2011 Memorandum of Decision is
available at http://is.gd/ACAtrQfrom Leagle.com.

Hinesley Family Limited Partnership No. 1 filed for Chapter 11
bankruptcy (Bankr. D. Mont. Case No. 10-61822) on July 27, 2010.


HONDO MINERALS: Posts $376,800 Net Loss in April 30 Quarter
-----------------------------------------------------------
Hondo Minerals Corporation, formerly Tycore Ventures Inc., filed
its quarterly report on Form 10-Q, reporting a net loss of
$376,835 for the three months ended April 30, 2011, compared with
a net loss of $44,775 for the same period ended April 30, 2010.

Net loss for the nine month period ended April 30, 2011, was
$711,568 compared to net loss of $131,886 for the nine month
period ended April 30, 2010.

The Company recorded no revenues for the three and nine months
ended April 30, 2011, and 2010.

The Company's balance sheet at April 30, 2011, showed
$4.43 million in total assets, $163,307 in total liabilities, and
a stockholders' deficit of $4.27 million.

LBB & Associates Ltd., LLP, in Houston, Texas, expressed
substantial doubt about Tycore Ventures Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended July 31, 2010.  The independent auditors noted that of
the Company's absence of revenues, recurring losses from
operations, and its need for additional financing in order to fund
its projected loss in 2011.

A copy of the Form 10-Q is available at http://is.gd/copUP8

Tycore Ventures Inc. was incorporated in the State of Nevada on
Sept. 25, 2007, to engage in the acquisition, exploration and
development of natural resource properties.  On Feb. 22, 2011,
Tycore changed its name to Hondo Minerals Corporation.


HORIZON BANCORP: Six Directors Elected at Annual Meeting
--------------------------------------------------------
At the 2011 Annual Meeting, which took place on June 15, 2011, the
shareholders adopted the Fourth Amended and Restated Articles of
Incorporation of Horizon Bancorporation, Inc., to (i) change the
Company's name to Manasota Group, Inc., (ii) eliminate the
designation of Series A Preferred Stock, (iii) eliminate staggered
terms for directors and (iv) eliminate the provision which did not
allow for the taking of shareholder action by written consent
where it would otherwise be allowed under Florida law.

The Company's Fourth Amended and Restated Articles of
Incorporation reflecting the foregoing amendments were filed with
the Secretary of State of the State of Florida on June 17, 2011.

At the Annual Meeting, the Company's shareholders: (i) elected
Charles S. Conoley, Michael S. Glasgow, Barclay Kirkland, D.D.S.,
C. Donald Miller, Jr., Bruce E. Shackelford, Clarence R. Urban to
serve as directors for a term of one year, expiring at the 2012
Annual Meeting of Shareholders and until their successors are duly
elected and qualified; (ii) adopted the Fourth Amended and
Restated Articles of Incorporation and (iii) ratified the
appointment of Francis & Company, CPAs as the Company's
independent registered public accounting firm to audit the
financial statements for our 2011 fiscal year.

                    About Horizon Bancorporation

Brandenton, Fla.-based Horizon Bancorporation, Inc., acted as a
one-bank holding company with respect to Horizon Bank, Bradenton,
Florida, from Oct. 25, 1999, when the Bank commenced operations,
until Sept. 10, 2010, when the Florida Office of Financial
Regulation (the "OFR") declared the Bank to be insolvent.  The
Bank was closed, with the FDIC being appointed as receiver
therefor, and sold to Bank of the Ozarks.

In the short run, management intends to maintain the Company's
status as a reporting public company, which, if an appropriate
opportunity arises, may engage in a transaction with an operating
company.

The Company's balance sheet at March 31, 2011, showed
$1.25 million in total assets, $1.08 million in total liabilities,
and stockholders' equity of $169,480.

As reported in the TCR on April 25, 2011, Francis & Co., CPA's, in
Atlanta, Georgia, noted that the Company has suffered heavy losses
in calendar years 2010 and 2009, reducing its capital accounts
significantly.  "Moreover, federal and state regulators, in 2009,
imposed a Written Agreement on the Bank mainly due to increasing
levels in non-performing assets and eroding regulatory capital.
The above, combined with the closing of the subsidiary bank
raises substantial doubt about the Company's ability to continue
as a going concern


INDIANA EQUITY: Court Approves Crane Heyman as Attorneys
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Indiana Equity Investments, LLC, to employ David K.
Welch, Arthur G. Simon, Jeffrey C. Dan, and the law firm of Crane,
Heyman, Simon, Welch & Clar, as attorneys.

According to the Troubled Company Reporter on June 9, 2011, the
firm, will, among other things:

   A. prepare necessary applications, motions, answers, orders,
      adversary proceedings, reports and other legal papers;

   B. provide the Debtor with legal advice with respect to its
      rights and duties involving its property as well as its
      reorganization efforts herein; and

   C. appear in court and to litigate whenever necessary.

To the best of the Debtor's knowledge, and pursuant to the
Affidavits attached hereto as Exhibit A and incorporated by
reference herein, CHSWC does not hold any interest adverse to the
Debtor or the estate in the matters upon which they are to be
engaged herein, and that employment of CHSWC is in the best
interests of this estate.

Prior to the filing of this Chapter 11 case, CHSWC was paid
$50,000 as an advance payment retainer for its representation of
the Debtor in this bankruptcy case and matters relating thereto.
All compensation and reimbursement of expenses to CHSWC are
subject to the further Order of this Court.

The attorneys/firm can be reached at:

   David K. Welch, Esq.
   Arthur G. Simon, Esq.
   Jeffrey C. Dan, Esq.
   CRANE, HEYMAN, SIMON, WELCH & CLAR
   135 South LaSalle Street, Suite 3705
   Chicago, IL 60603
   TEL: (312) 641-6777
   FAX: (312) 641-7114

                       About Indiana Equity

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.

Indiana Equity's petition was signed by Joseph Junkovic, as the
manager.  Mr. Junkovic commenced his own Chapter 11 case (Bankr.
N.D. Ill. Case No. 10-55888) in 2010.


INDIANA EQUITY: Files Schedules of Assets And Liabilities
---------------------------------------------------------
Indiana Equity Investments, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Illinois its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property              $639,178
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,542,941
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $566,373
                                ------------     ------------
        TOTAL                       $639,178       $8,109,315

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

                       About Indiana Equity

Based in Alsip, Illinois, Indiana Equity Investments, LLC, aka
Autumnwoods Apartments and Brendonwood Apartments, owns two
commercial multi-family properties located in Fort Wayne, Indiana.
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19277) on May 5, 2011.  Judge Eugene R. Wedoff presides over
the case.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.

Indiana Equity's petition was signed by Joseph Junkovic, as the
manager.  Mr. Junkovic commenced his own Chapter 11 case (Bankr.
N.D. Ill. Case No. 10-55888) in 2010.


INNKEEPERS USA: Shareholders Defend $3.5 Million from Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Innkeepers USA Trust ad hoc committee of
preferred shareholders filed papers supporting approval of the
hotel owner's Chapter 11 plan.  Responding to objections from
Innkeepers' two principal secured creditors, the ad hoc group
contends that the $3.5 million going to the unofficial committee
under the plan isn't a payment on account of their preferred share
holdings.  Rather, the brief says, the payment is in return for
contributions made in the case and for releasing claims no one
else raised.

Mr. Rochelle also reports that the official unsecured creditors'
committee filed papers on June 17 also supporting approval of the
plan. The committee members note that their constituencies will
receive 70% to 92% under the plan. Early in the case, the dividend
would have been negligible, the committee said. The unsecured
committee didn't discuss the objections raised by the secured
lenders.

A hearing on the Plan was scheduled for June 23.

                    About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.

The confirmation hearing for approval of Innkeepers' Chapter 11
plan is set for June 23.


JACKSON HEWITT: Trustee Forms Three-Member Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for the Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Jackson Hewitt Tax Service Inc. and its
debtor-affiliates.

The members of the Committee are:

   1) Christian and Elizabeth Harper
      Attn: Eric B. Snyder, Bailey & Glasser, LLP
      209 Capitol Street
      Charleston, WV 25301
      Tel: (304) 345-6555
      Fax: (304) 342-1110

   2) RR Donnelley & Sons Company
      Attn: Dan Pevonka Moore Wallace North America
      3075 Highland Parkway
      Downers Grove, IL 605154
      Tel: (630) 322-6931
      Fax: (630) 322-6873

   3) Sherita Fugate
      Attn: Mark A. Chavez, Chavez & Getler LLP
      42 Miller Avenue
      Mill Valley, CA 9494
      Tel: (415) 381-5599
      Fax: (415) 381-5572

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                 About Jackson Hewitt Tax Service

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees who collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also tapped Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The Court set a July 8 court date to consider confirmation of
Jackson Hewitt's Chapter 11 plan.


JACKSON HEWITT: Committee to Fight Reorganization Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jackson Hewitt Tax Service Inc. will receive
opposition to its prepackaged Chapter 11 plan from the newly
formed official committee representing unsecured creditors.  The
Committee served notice at a hearing June 22 that it will oppose
the plan and intends to file papers deferring the plan-approval
hearing.  The Committee's opposition isn't surprising given that
the plan would give nothing to unsecured creditors.

Mr. Rochelle recounts that Jackson Hewitt worked out the plan
before the Chapter 11 filing.  Secured lenders owed $357 million
are to receive all the new stock together with a new $100 million
term loan.  They already voted to approve the plan.

The hearing to consider confirmation of the prepackaged plan is
currently scheduled for July 8.

                 About Jackson Hewitt Tax Service

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees that collectively operate a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presides over the case.  Skadden, Arps, Slate,
Meagher & Flom LLP, serves as the Debtors' bankruptcy counsel.
Alvarez & Marsal North America, LLC, serves as their financial
advisor.  Moelis & Company LLC acts as investment banker.  The
Garden City Group, Inc., serves as the Debtors' Claims and
Noticing Agent.  The Debtors also tapped Deloitte & Touche to
serve as tax advisors and Kekst & Company to serve as
communications advisors.

The Debtors filed a Joint Prepackaged Plan of Reorganization and
Disclosure Statement together with their petitions.  Under the
terms of the Plan, Jackson Hewitt's current secured lenders will
receive their pro rata share of a new $100 million term loan and
all of the equity in the reorganized enterprise.  The Company also
anticipates entering into a new $115 million revolving credit
facility upon consummation of the Plan.  It is anticipated that
upon consummation of the proposed Plan, Jackson Hewitt's new
equity will be privately held.  All of the Company's existing
common stock will be cancelled upon Jackson Hewitt's emergence
from bankruptcy.

On May 23, 2011, the Debtors commenced solicitation of votes on
the Plan from the lenders.  No other classes of creditors or
stockholders were solicited, as each such class is either being
paid in full or receiving no recovery and hence, is deemed either
to accept or reject the Plan, respectively.  The Debtors received
overwhelming acceptances to the Plan from the lenders.

Mark McDermott, Esq., at Skadden Arps, told the Bankruptcy Court
at a May 25 hearing that investor and financier Bayside Capital is
in line to be "a significant majority" owner of Jackson Hewitt.
Bayside Capital has $4.5 billion under management.  Bayside is the
largest of 10 secured lenders that Jackson Hewitt owes a total of
$357 million.

Mr. McDermott also told the Court that Jackson Hewitt, worth an
estimated $225 million, does not have sufficient value to cover
the secured debt.

The U.S. bankruptcy trustee appointed RR Donnelley & Sons Co and
two individuals to an official committee of unsecured creditors in
Jackson Hewitt's Chapter 11 case.


L-1 IDENTITY: S&P Lowers Corporate Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stamford, Conn.-based L-1 Identity Solutions Inc. to 'B'
from 'B+'. We also lowered the issue-level rating on the company's
$135 million revolver to 'BB-' and lowered the issue-level rating
on its $175 million convertible notes to 'B' as a result of the
lower corporate credit rating. "We placed all ratings on
CreditWatch with negative implications," S&P said.

L-1 completed the sale of its intelligence services group to BAE
systems in February 2011 for a purchase price of $295.8 million
and approximately $7.2 million in assumed obligations. It used the
net proceeds to repay in full $289.3 million of term loan debt,
leaving minimal cash on the balance sheet. The company's $175
million of 3.75% convertible notes and $59.8 million on its
revolver remained outstanding at March 31, 2011.

The company has signed an agreement to sell its remaining
businesses--Secure Credentialing Solutions, Biometric and
Enterprise Access Solutions, and Enrollment Services -- to Safran.
That transaction is expected to close within the next 30 days.

EBITDA in the March 2011 quarter was less than $5 million and free
operating cash flow was negative. With minimal cash balances of
$4.4 million at March 31, 2011, the company has relied on
borrowings under its revolver for additional liquidity. While
$66.3 million was available under the $135 million revolver at
March 31, 2011, the significant deterioration in EBITDA, combined
with continued use of the revolver, could result in leverage that
could quickly approach the required 2.75x consolidated leverage
ratio required at June 30, 2011 and beyond, restricting further
access to the revolver. L-1 was compliant with covenants at March
31, 2011 with a consolidated leverage ratio of 1.18x.

"In resolving the CreditWatch, we will monitor the progress of
finalizing the sale of the remaining L-1 businesses to Safran as
well as financial performance in the June quarter," S&P said.

"If EBITDA and liquidity do not improve in the June quarter, and
the sale to Safran remains protracted," said Standard & Poor's
credit analyst Jennifer Pepper, "we could lower the rating." "If
the sale to Safran is completed, we expect to withdraw all ratings
on L-1."


LAS VEGAS MONORAIL: To Present Plan for Confirmation on Sept. 14
----------------------------------------------------------------
Tim O'Reiley at the Las Vegas Review-Journal reports that U.S.
Bankruptcy Judge Bruce Markell gave Las Vegas Monorail the go
signal to send, to creditors for voting, the disclosure statement
that explains its restructuring plan.

According to the report, once creditors vote on the plan in
August, the case will come back to Judge Markell on Sept. 14,
2011, for a final ruling.

The report relates that, if the deadline were today, the Plan
might well lose.  Las Vegas attorney Nile Leatham, representing
investors that hold $451.5 million in senior bonds, said his
clients would reject the plan because a number of key details
remain up in the air.  The monorail wants to pay the senior
bondholders $44.5 million in three different sets of IOUs.

The Review-Journal also reports that one group of junior
bondholders holds legal rights that might allow them to derail the
case, even though they would receive no payout.  In addition,
litigation in two others states also affects the monorail,
according to the report.

The report says investors hold two sets of junior bonds with a
face value $207.3 million.  When combined with the senior bonds,
the monorail proposes to repay only 3% of its $658.8 million total
debt.

The Review-Journal recounts that the bonds were issued in 2000 to
purchase the existing monorail and extend it to its current 3.9
miles.  Because the ridership has fallen well short of initial
predictions, the monorail has never generated enough revenue to
cover both operating expenses and bond payments, leading to the
bankruptcy filing early last year.

Ambac Financial, which insured the senior bonds against default,
has agreed to pay more than $190 million in cash and notes to
settle its obligations.  Ambac itself failed last year under the
weight of bad investments.

                    About Las Vegas Monorail

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

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

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


LAS VEGAS MONORAIL: Receives Tentative Nod of Plan Outline
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an attorney in the Las Vegas Monorail Co. case told
Bloomberg News the Debtor received tentative approval at a June 20
hearing for a disclosure statement explaining the Chapter 11 plan
slated to pay a small portion of secured debt.  Anticipating
opposition from secured bondholders, the bankruptcy judge will
hold two days of confirmation hearings in September.

According to the report, under the Plan, unsecured creditors, with
claims totaling as much as $175,000, are to split $175,000 in
installments over a year.  The plan says they are entitled to
vote.  Holders of $500 million in first-lien bonds are to receive
$15 million in new 10% first-lien notes to mature in June 2019.
Monorail can elect to pay interest with more notes through 2014.
The first-lien bondholders will also share $19.5 million in
second-lien notes to mature in June 2019.  The second-lien notes
will pay interest with more notes.  For their unsecured deficiency
claim, the first-lien bondholders are in a separate class to
receive $10 million in third-lien notes that likewise pay interest
with more debt.  Holders of $158.7 million in second-tier bonds
and $48.5 million in third-tier bonds are to receive nothing in
the plan.

The bondholders, Mr. Rochelle notes, might argue that the separate
class for general unsecured creditors was created solely to have
the one class of accepting creditors required to use the cramdown
provisions in bankruptcy law. Successful invocation of cramdown
could enable Monorail to have court approval of the plan despite
voting rejection by bondholders.

                    About Las Vegas Monorail

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

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

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


LE-NATURE'S INC: Podlucky Pleads Guilty to Fraud Charges
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Gregory J. Podlucky, former chief executive of
Le-Nature's Inc., pleaded guilty this week to charges he
masterminded an $800 million fraud at the beverage maker.  The
plea agreement allows him to serve as many as 20 years.
Sentencing will take place in October.  Mr. Podlucky's brother and
three other people already pleaded guilty.

Mr. Rochelle recounts that the fraud surfaced after the Delaware
Chancery Court appointed a custodian for Le-Nature's in October
2006.  The custodian began the Chapter 11 reorganization the next
month in Pittsburgh (Bankr. W.D. Pa. Case No. 06-25454).

The custodian, Mr. Rochelle relates, concluded that Latrobe,
Pennsylvania-based Le-Nature's had two sets of books and that
annual revenue could have been as low as $32 million in 2005 when
audited financials showed $275 million.  A Chapter 11 trustee took
over in January 2007 and operations halted. The two plants were
sold.  The liquidating Chapter 11 plan for Le-Nature's was
confirmed in July 2008.


LOUISIANA TRANPORTATION: Fitch Downgrades Loan Rating to 'B-'
-------------------------------------------------------------
Fitch Ratings has affirmed the Louisiana Transportation
Authority's $78.5 million series 2005A bonds at 'BBB'. Fitch has
also downgraded the $66 million Federal Transportation
Infrastructure Finance and Innovation Act loan to 'B-' from 'BB'.
The Outlook for the Series 2005 A bonds remains Stable. The
Outlook on the TIFIA loan is revised to Negative from Stable. The
debt was issued to fund the construction of the LA 1 toll bridge
in the vicinity of Port Fourchon, in Lafourche Parish, Louisiana.

Fitch believes the commitment by the State of Louisiana (general
obligation rating 'AA' by Fitch) to replenish draws on the 1st
Tier Debt Service Reserve (DSR) through a Cooperative Endeavor
Agreement (CEA) with the State Department of Economic Development
provides significant credit support to the senior lien Series
2005A bonds, improving the otherwise weak project fundamentals.
Fitch notes that $14 million of the aggregate $18 million 1st Tier
DSR is in the form of a surety bond from Ambac (unrated by Fitch)
which provides a certain amount of liquidity risk to the bond
holder should Ambac fail to honor draws on its policy.

Rating Rationale:

The downgrade of the TIFIA debt to 'B-' and the Negative Rating
Outlook reflect the poor performance to date of the project
relative to initial projections and continued uncertainty
regarding future traffic levels. The poor performance is
attributed to a series of event risks including hurricanes, BP oil
spill, the economic recession, and the failure to fully complete
the installation of electronic tolling equipment and software.
There is continued uncertainty regarding future traffic and
revenue performance on the road given the general economic climate
and the enhanced regulatory environment for drilling activities in
the Gulf of Mexico. There is a real possibility of a non-payment
on the TIFIA debt in the next two to three years absent a debt
restructuring. Unlike the senior lien bonds, the TIFIA debt does
not benefit from a CEA with the DED to replenish the second tier
DSR and is therefore completely dependent on toll revenue for
repayment.

The 'B-' rating for the TIFIA debt reflects:

   -- Subordinate lien position of the TIFIA loan which springs to
      pari passu upon a Bankruptcy Related Event of the LDOTD,
      truly subordinating TIFIA.

   -- TIFIA debt does not benefit from a CEA from the State of
      Louisiana to replenish the DSR fund.

   -- LA1 violated its rate covenant in 2010 as result of traffic
      and revenue being significantly below original estimates,
      with truck traffic coming in 45% of initial projections. The
      poor traffic and revenue performance is primarily the result
      of event risks impacting the region including: hurricanes,
      economic recession, fuel price volatility, and revised
      regulatory requirements for oil drilling following the BP
      oil spill in the spring of 2010. In addition, there have
      been issues with the electronic tolling technology which
      resulted in evasion rates of 25% and 20% in 2009 and 2010,
      respectively.

   -- Uncertainty regarding future traffic levels on LA 1 due to
      overall macro-level economic conditions and questions
      regarding future oil activity in the Gulf given the enhanced
      regulatory environment post the BP oil spill in 2010.

   -- Strong likelihood of payment default in the near term if
      TIFIA debt is not restructured.

The 'BBB' rating for the Series 2005A bonds reflects:

   -- LA1 has a monopoly position serving Port Fourchon, a major
      contributor to Louisiana's economy and a vital facility for
      maintaining the nation's energy supply, and also Grand Isle,
      a tourist destination.

   -- The project benefits from significant support from the State
      of Louisiana with the Louisiana Department of Transportation
      and Development (LDOTD) paying operating and maintenance
      expenses. In addition, draws on the 1st tier DSR are
      replenished through an CEA with the DED (State general
      obligations 'AA', gas tax bonds 'AA-', Outlook Stable).

   -- Unrated $14million DSR surety from Ambac posing greater
      liquidity risk to bondholders than cash funded portion of
      DSR.

What May Trigger a Downgrade of TIFIA Debt?

   -- Failure to implement debt restructuring and revenue
      enhancement recommendations made by URS.

   -- Likelihood of a payment default becoming more imminent.

What May Trigger an Upgrade of TIFIA Debt?

   -- Debt restructuring to enable the project to comfortably meet
      its rate covenants.

   -- Improved traffic and revenue performance and toll operations
      in line with high case projections.

Security:

The trust estate consists of gross toll revenues, interest
earnings, debt service reserve and other funds on deposit,
insurance earnings and liquidated damages.

Credit Summary:

LTA failed to meet its rate covenant in 2010 with coverage on both
the senior and subordinate debt of only 1.0 times (x) compared to
the requirements of 1.2x (senior) and 1.1x (subordinate). Traffic
and revenue performance in 2010 was significantly below original
projections, with truck traffic specifically coming in at 45% of
original projections. Truck revenues were originally projected to
comprise 61% of total revenues from 2011 to 2040. However, revised
projections indicate truck revenues will only represent 39% of
total revenues. The poor traffic and revenue performance is
primarily the result of event risks impacting the region
including: hurricanes, economic recession, fuel price volatility,
and revised regulatory requirements for drilling.

As a result of the covenant violation, URS was engaged in February
2011 to update its original 2005 traffic and revenue forecasts to
reflect current and future economic development and oil & gas
industry activities in the region. URS's report also identified
ways LDOTD may be able to meet its debt service requirements; the
report was presented at an LTA meeting on May 19, 2011. Among the
recommendations is a revision to the toll policy beginning in 2012
in an effort to generate additional revenues. Fitch's own
projections indicate even with the proposed 100% rate increase,
coverage on the senior bonds will hover around the rate covenant
in the near term and will drop below the covenant as debt service
(D/S) ramps up. Fitch's projections also indicate a payment
default on the subordinate TIFIA loan is likely upon the currently
scheduled commencement of principal and interest (P&I) payments in
2013 baring an agreement to defer the payment. Fitch notes the LTA
does have some flexibility to restructure the TIFIA debt in order
to avoid a payment default. It is Fitch understands that
preliminary discussions are underway with TIFIA regarding a
restructuring. The LTA adopted a resolution after they received a
URS report and directed the DOTD to carry out the URS
recommendations and report back to the LTA no later than November
30, 2011.

The lower traffic levels were compounded by problems with the
tolling technology which resulted in evasion rates of 25% and 20%
in 2009 and 2010 respectively. In January 2010, Electronic
Transactions Consultant Corporation (ETCC), discontinued work on
the LA-1 project citing that LDOTD had not fully paid its bills
and therefore was illegally using licensed software. LDOTD filed a
lawsuit against ETCC, stating that the operator left LA-1 with an
incomplete, non-functioning toll collection system. ETCC
countersued. According to LDOTD, negotiations have been underway
between the LDOT and ETCC for several weeks and an agreement on a
settlement is expected before the end of June, 2011. LDOTD has
brought in HNTB as a consultant to improve the evasion rate.

The true severity of the project's poor performance was not fully
articulated to Fitch at the time of the last credit review in
August 2010. At that time, LDOTD presented information to Fitch
indicating traffic was approximately 80% of sponsor forecast
through April 2010. No mention was made by LDOTD of any issues
with its tolling technology or its ongoing disputes with ETTC.
LDOTD did not respond to Fitch's subsequent attempts to gain
updated traffic and revenue information until the release of the
URS report at the end of May 2011.

LTA issued bonds in May 2005 to finance construction of a toll
bridge and elevated roadway to replace aging infrastructure in the
vicinity of Port Fourchon, located in Lafourche Parish, Louisiana.
Along with the bonds, the authority issued short term notes that
were later replaced by the rated federal loan. All project debt
will be repaid from the toll revenues collected at the bridge. The
LDOTD will operate the bridge and pay all expenses.

Port Fourchon, located about 50 miles south of New Orleans,
historically served the majority of the offshore oil and gas
production in the Gulf of Mexico, which provides the United States
with about 30% of its domestic oil production, or roughly 15% of
its total supply. This could change given stricter regulations on
drilling activity. There are more than 600 drilling platforms
within the port's service area. Port Fourchon also serves the
Louisiana Offshore Oil Port (LOOP), a deep-water docking facility
for oil tankers that handles about 15% of U.S. oil imports and
connects to 40% of the nation's refining capacity. Traffic at the
new bridge will depend heavily on Port Fourchon's continued
servicing of oil and gas activity in the Gulf.

Total project cost was approximately $375 million and encompassed
Phase 1 of the larger four-phase $1.74 billion LA1 Improvement
Project. Phase 1 improved an 11 mile segment of LA1, a state
highway that runs northwest from the Gulf coast to Shreveport and
the Arkansas state line. Rationale for the project included the
criticality of road access to the Gulf and its energy resources,
the old roadway's tendency to flood and traffic delays caused by
operation of the old bridge, and a lift design which had to be
pulled up to accommodate passing vessels.

The Federal project loan was made under the TIFIA, a program
administered by the USDOT. Although they are individually
tailored, TIFIA is 35 years in length and includes a multi-year
capitalized interest period and flexible repayment terms. TIFIA
loans are subordinate in the project cash waterfall to other debt
but are pari passu with senior bonds upon an event of default.


MARVKY CORP: Court Confirms Third Amended Plan
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved Marvky Corporation's Third Amended Plan, as orally
modified, according to the court docket.

The bankruptcy court on May 12 approved the disclosure statement
explaining the Third Amended Plan.  The court convened a hearing
on the Plan on June 3.

The Plan is based on (1) selling Maryland Lakes, which was
accomplished on March 28, 2011, resulting in satisfying most, if
not all, debts secured by Maryland Lakes, and (2) repairing
Hammerly Walk, continuing to operate the property, making monthly
interest payments to Fannie Mae and within 18 months refinancing
the property.

The creditors who hold claims secured by Hammerly Walk will be
paid in full in connection with the refinancing of Hammerly Walk.
The unsecured creditors will be paid in full over 60 months, or if
the Reorganized Debtor so elects, from excess proceeds from
refinancing Hammerly Walk.

                     About Marvky Corporation

Houston, Texas-based Marvky Corporation was incorporated in 1996
and in 1999 acquired two apartment complexes: Hammerly Walk in
Houston, Texas and Maryland Lakes in Glendale (Phoenix area)
Arizona.  The acquisition of each property was financed with Notes
which were assigned to Fannie Mae and ballooned after ten (10)
years.  The Company entered into Extension Agreements extending
the Notes to Feb. 1, 2010.  Additionally, the Debtor and Fannie
Mae entered into a Forbearance Agreement for Maryland Lakes until
April 1, 2010.  Despite the extensions, the Debtor was not able to
refinance or sell the properties.  Ultimately, Fannie Mae sought
and obtained a receiver over Maryland Lakes and posted Hammerly
Walk for foreclosure.

Shortly after the appointment of the receiver and before the
foreclosure, the Company filed for Chapter 11 protection (Bankr.
S.D. Tex. Case No. 10-37786) on Sept. 6, 2010.  John Akard, Jr.,
Esq., at Mason, Coplen & Banks, P.C., in Houston, Tex., represents
the Debtor.  The Debtor estimated assets at $10 million to
$50 million and debts at
$1 million to $10 million.


MIDWEST THEATRES: Converted to Ch. 7; Theatres to Remain Open
-------------------------------------------------------------
Austin Daily Herald reports that Austin's CineMagic 7 movie
theater could remain open, even as its owner filed for bankruptcy.
Lori Karsten, general manager of CineMagic7 in Oak Park Mall, said
they have "no immediate plans for closing."  But Midwest Theatres
Corp., which owns the CineMagic theater chain, filed for Chapter
11 bankruptcy protection in September 2010, and converted its case
to Chapter 7 bankruptcy on May 24.

CineMagic has five theaters in Minnesota and Iowa, including
Hollywood 12 in Rochester.  The manager there didn't know of any
plans for closing, but also referred all questions to Westmark.
CineMagic also owned Chateau 14 in Rochester, which closed Jan. 26
and was bought and re-opened by Paragon Entertainment, LLC.

Based in St. Michael, Minnesota, Midwest Theatres Corporation dba
Cinemagic Theatres filed for Chapter 11 bankruptcy protection
(Bankr. D. Minn. Case No. 10-46834) on Sept. 14, 2010.  Judge
Nancy C. Dreher presides over the case.  Michael F McGrath, Esq.,
at Ravich Meyer Kirkman & McGrath Nauman, represents the Debtor.
The Debtor estimated assets of between $1 million and $10 million,
and debts of between $10 million and $50 million.


NEWPORT TELEVISION: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Kansas City, Mo.-based TV broadcaster Newport Television
Holdings LLC and its operating subsidiary, Newport Television LLC,
as well as all issue-level ratings on the company's debt. The
rating outlook is stable.

"At the same time, we revised our recovery rating on Newport
Television LLC's senior secured credit facilities to '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default, from '4'," S&P stated.

"The 'B-' corporate credit rating reflects Newport's less than
adequate liquidity, high debt leverage, and sensitivity to
election cycles, as well as TV broadcasting's mature revenue
growth prospects," said Standard & Poor's credit analyst Deborah
Kinzer. "We view Newport's current capital structure as
unsustainable."

Newport operates 60 TV stations in 22 markets ranked from No. 32
to No. 202, reaching about 8.4% of U.S. TV households. The station
affiliations are fairly evenly distributed among the top four
networks, conferring some diversification benefit. Few of the
company's stations have the top revenue rankings in their markets,
although ownership of multiple stations in some markets improves
the company's overall ranking in those markets. Weak market
positions tend to constrain revenue potential and operating
efficiency, leading to relatively low EBITDA margins.

"Our stable rating outlook reflects our expectation that Newport
will be able to maintain compliance with its financial covenants
over the intermediate term," S&P said.


NO FEAR RETAIL: Seeks Termination of Foreign Trademark Rights
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that No Fear Retail Stores Inc. decided to sell the
business quickly because "sales results have been lower than
projected," the 41-store retailer said in a bankruptcy court
filing.  No Fear said it asked potential buyers to submit letters
of intent by June 20.  To enhance the value of the business and
assets, No Fear is asking for a quick hearing on a motion to
reject a license for use of the trademark outside the U.S.  A
court filing says owning global rights to the name will enhance
the purchase price for the business by as much as $5 million.

Mr. Rochelle relates that the foreign trademark rights were given
to a joint venture in which No Fear is part owner.  Although the
transfer of the foreign rights was made in an exclusive license,
Carlsbad, California-based No Fear says it's nonetheless a so-
called executory contract that can be terminated because there are
unperformed duties on both sides.  The joint venture paid about
$10 million for the exclusive foreign license in 2005, court
papers say.

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens.  It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor tapped Jones Day as
special intellectual property counsel; Avant Advisory Group's
George Blanco as chief restructuring officer, and Venturi &
Company LLC, as financial advisors.

The Debtor estimated disclosed $31,648,063 in assets and
$12,552,985 in liabilities as of the Chapter 11 filing.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

Tiffany L. Carroll, the Acting U.S. Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of No Fear MX, Inc.  BDO USA LLP serves as
financial advisor to provide financial advisory services to the
Committee.


NUANCE COMMUNICATIONS: S&P Keeps 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services's ratings on Burlington, Mass.-
based speech solutions provider Nuance Communications Inc. are
unaffected by the proposed amendment to its $715.2 million first-
lien senior secured credit agreement (consisting of a $75 million
revolver and a $640.2 million term loan outstanding at March
31, 2011). The company is undertaking the amendment primarily to
improve its debt maturity profile, extending portions of both the
term loan and revolver by three years. The amendment will not
alter debt amounts or security. Standard & Poor's views these
actions as neutral to both the corporate credit rating and all
issue-level and recovery ratings, including those pertaining to
the company's $250 million convertible senior debentures.

Ratings List

Nuance Communications Inc.
Corporate Credit Rating        BB-/Positive/--
Senior Secured
  Revolver 2 due 2015           BB+
   Recovery Rating              1
  Term loan B-2 due 2016        BB+
   Recovery Rating              1


OLSEN AGRICULTURAL: To Tap Lender's Cash Collateral
---------------------------------------------------
Dow Jones' DBR Small Cap reports that Olsen Agricultural
Enterprises LLC won court approval to tap the cash it needs to
continuing farming thousands of acres in Oregon.

StatesmanJournal.com reports that Olsen Agricultural, which farms
8,000 acres in the mid-Willamette Valley, blamed its Chapter 11
filing on a downturn in the grass seed market and pressure from a
lender.  The Company has term and line of credit loans with Rabo
AgriFinance, which recently issued default notices and began
exercising its remedies against the debtor.

Olsen Agricultural Enterprises expects to emerge from bankruptcy
by the first quarter of 2012, according to the Statesman Journal.

               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 estimated $10 million to $50 million
in assets and debts.  The petition was signed by Robin G. Olsen,
operations director.


PARLIAMENT COACH: Settles With Creditors to Emerge From Bankruptcy
------------------------------------------------------------------
Julian Gothard at RVing Examiner reports that Parliament Coach
Corporation has reached a settlement agreement with its principal
creditors which will allow Parliament Coach to emerge from a
Chapter 11 bankruptcy reorganization.

According to the report, Parliament Coach has manufactured a
number of legendary motorhomes including the CNN Election Express
and a $1.2 million NBC shielded "Nuclear Proof" coach.  The
announcement comes as a huge shot in the arm for an RV industry
which remains a captive of the still depressed economy.

Parliament Coach Corporation filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 09-29617) on Dec. 30, 2009.


PATRICIA KLUGE: Files for Chapter 7 Bankruptcy Protection
---------------------------------------------------------
The Associated Press reports that Patricia Kluge, a one-time
socialite who had entertained the rich and famous at her sprawling
Virginia estate in the 1980s and later tried her hand at building
up a national winemaking business filed for personal bankruptcy
protection along with husband William Moses.

Kermit Rosenberg, lawyer for the couple, disclosed details of the
filing Tuesday and added, "They're getting on with their lives,
trying to discharge their debts and start over."

According to the report, in U.S. Bankruptcy Court, Ms. Kluge and
husband William Moses listed business obligations as their chief
debts.  The filing estimates their assets between $1 million and
$10 million and compared with $10 million to $50 million in
liabilities.  The couple estimated in the filing in the court in
Lynchburg that they have between 50 and 99 creditors.

The report says the Chapter 7 bankruptcy petition comes after the
failure of negotiations with three principal banks.  The banks had
foreclosed on the couple's winery business, their Albemarle House
mansion and a neighborhood of luxury homes under development.

Bank of America filed a lawsuit against Ms. Kluge in U.S. District
Court in Charlottesville, alleging that Ms. Kluge defaulted on
three loans worth nearly $23 million on the brick Georgian home
and its grounds. The bank purchased the property for $15.26
million.

The couple also lost their Kluge Estate Winery & Vineyard after
defaulting on nearly $35 million in loans from Farm Credit Bank
during their effort to build a national wine business during the
economic downturn.  Reality-television mogul Donald Trump bought
most of the business in April, saying he wants to operate the
vineyard, the AP notes.

The AP relates that lender Sonabank took back the couple's upscale
Vineyard Estates subdivision for $4.9 million at a January auction
after Ms. Kluge and Mr. Moses defaulted on an $8.2 million loan
after few properties on the 511-acre tract had sold.  The couple's
current home in the subdivision wasn't part of the sale.


PARTSEARCH TECHNOLOGIES: WARN Suit Accord Approved on Final Basis
-----------------------------------------------------------------
Bankruptcy Judge Martin Glenn approved, on a final basis, a
settlement of a class action suit by former Partsearch
Technologies, Inc. employees.

The class action complaint was filed against the Debtor in the
bankruptcy court on Feb. 7, 2011, and amended on Feb. 10, 2011.
The Amended Complaint asserts claims under the federal Worker
Adjusted and Retraining Notification Act and the New York State
Worker Adjustment and Retraining Notification Act and seeks, for
each Class Member, an allowed priority wage claim against the
Debtor equal to 60 days' pay and benefits.  On Feb. 25, 2011, the
Debtor filed an answer to the Amended Complaint, denying the
material allegations and asserting various affirmative defenses.

Pursuant to the Settlement, the Debtor will pay $183,000 as
follows: (1) $2,500 to the Plaintiff as the class representative;
(2) $135,375 to be divided among the Class Members; and (3)
$45,125 in attorneys' fees to counsel for the Class Members.

The Settlement will also result in the release of the Defendants
and their professionals, employees and affiliates (among others)
from liability.

The Settlement will not be binding on any Class Member that opts-
out of the Settlement.  If an individual opts-out of the
Settlement, then the Debtor may elect to revoke the Settlement
without recourse of any type unless the Nonparticipant(s) deliver
a written release to the Debtor within seven days after the
decision to opt-out.

The case is Craig Wenzel on behalf of himself and all others
similarly situated, v. Partsearch Technologies, Inc. and the
Official Committee of Unsecured Creditors, as Intervenor, Adv.
Proc. No. 11-01445 (Bankr. S.D.N.Y.).  A copy of Judge Glenn's
June 21, 2011 Memorandum Opinion is available at
http://is.gd/hiN9T1from Leagle.com

The Debtor is represented by:

          William R. Baldiga, Esq.
          Caleb B. Piron, Esq.
          BROWN RUDNICK LLP
          Seven Times Square
          New York, NY 10036
          Tel: 212-209-4800
          Fax: 212-209-4801
          E-mail: wbaldiga@brownrudnick.com
                  cpiron@brownrudnick.com

The Debtor was the initial named defendant in the lawsuit.  By
entry of a Court order, the Official Committee of Unsecured
Creditors was subsequently permitted to intervene as a defendant.
The Committee is represented by:

          Walter Benzija, Esq.
          HALPERIN BATTAGLIA RAICHT, LLP
          555 Madison Avenue, 9th Floor
          New York, NY 10022
          Telephone: (212) 765-9100
          Facsimile: (212) 765-0964
          E-mail: wbenzija@halperinlaw.net

Attorneys for the Plaintiff and the Settlement Class are:

          Stuart J. Miller, Esq.
          LANKENAU & MILLER, LLP
          132 Nassau Street, Suite 423
          New York, NY 10038
          Tel: (212) 581-5005
          Fax: (212) 581-2122
               (212) 581-2266

               - and -

          Mary E. Olsen, Esq.
          M. Vance McCrary, Esq.
          THE GARDNER FIRM, P.C.
          210 South Washington Ave.
          Mobile, AL 36602
          Tel: 251-433-8100
          Fax: 251-433-8181
          E-mail: vmccrary@thegardnerfirm.com
                  molsen@thegardnerfirm.com

                   About Partsearch Technologies

Partsearch Technologies, Inc., established in 2000, was a one-stop
shop for electronic and appliance parts, offering repair
technicians and consumers a means of finding parts for common
items such as computers and wireless products.  Partsearch also
contracted with major retailers to offer customer support services
and maintained multiple co-branded Web sites with various
retailers in addition to its own business-to-consumer Web site.

New York-based Partsearch filed for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 11-10282) on Jan. 27, 2011, after discovering it
overcharged its largest customer Best Buy Co. Inc. by $5.9
million.  William R. Baldiga, Esq., at Brown Rudnick LLP, in New
York, serves as counsel.  Partsearch disclosed assets for
$4 million and total liabilities of $13 million.

The Bankruptcy Court on March 28, 2011, approved a sale of
substantially all of the Debtor's assets to Best Buy Co., Inc.,
for $6.4 million.


PETRA FUND: Parent Puts Two Properties on Auction Block
-------------------------------------------------------
The Real Deal Online reports that Petra Capital Management is
selling off a retail property at 160-08 Jamaica Avenue, between
160th and 161st streets in the Jamaica neighborhood of Queens,
said GFI Realty Services, which is marketing the property.

According to the report, Yosef Katz, a senior broker at GFI, is
expecting the property to sell in the mid-$20 million range.  The
57,000-square-foot multi-level property comes with 100,000 square
feet of air rights.

                         About Petra Fund

Petra Fund REIT Corp. and its affiliates are in the business of
originating, investing in, structuring and trading loans secured
by commercial real-estate.  Petra Fund REIT is a subsidiary of
Petra Capital Management.

Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are
represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq.,
at Dickstein Shapiro, LLP.  At the time of the filing, each of the
Debtor estimated its assets at less than $10 million and its debts
at more than $100 million.

Petra Fund blamed its Chapter 11 filing on the extraordinary and
unprecedented collapse of the credit and commercial real estate
markets, which caused a mark-to-market value of its assets to
plummet.


PHILADELPHIA ORCHESTRA: Bankrupt But CEO Gets $597,000 A Year
-------------------------------------------------------------
Peter Dobrin at Inquirer Classical Music Critic notes that Allison
B. Vulgamoreis being paid $597,000 a year to lead the Philadelphia
Orchestra.

The report notes that while $597,000 a year is a lot of money, it
is not an unusual sum in the industry.  Broadly speaking,
Mr. Vulgamore's compensation is at the middle of a scale that
includes 10 top U.S. orchestras.  Then again, none of those
orchestras is in bankruptcy.  If the terms of employment continue
past the end of Mr. Vulgamore's initial two-year contract, which
expires in January, her compensation has the potential to grow.
She passed up an agreement in her contract for an estimated
additional 20 percent, which would have put her total compensation
near or over $700,000 a year.

According to documents recently filed in the orchestra's petition
in U.S. Bankruptcy Court, Mr. Vulgamore was being paid an annual
salary of $450,000 as of the middle of January.  In addition, she
received executive retirement benefits of $125,000; supplemental
disability insurance of about $15,000 (on top of other regular
benefits); a car allowance of $5,000, and a financial planning
allowance of $2,000.  Plus reserved parking at the Kimmel Center.

What Mr. Vulgamore gave up voluntarily, according to board
chairman Richard B. Worley, was a scheduled $25,000 raise in her
base pay, plus a "variable compensation" component in her contract
-- commonly known as a bonus -- whose exact value was never
calculated since she forwent that as well.

The range of the bonus -- determined by an assessment of her
performance -- would have been $50,000 to $150,000.

The current total of $597,000 puts Mr. Vulgamore well above the
amounts earned by her predecessors.  James Undercofler received a
total of $447,953 in the fiscal year ending Aug. 31, 2009 (for 11
months' work), according to the orchestra's tax returns. Before
Undercofler, Joseph H. Kluger, who left in 2005, was being paid
about $285,000 a year.

Next to her counterparts, Mr. Vulgamore is in the middle of the
pack. According to tax returns, here is what some administrative
leaders earned:

  * Paul Meecham, Baltimore Symphony Orchestra, $294,000, fiscal
    year ending August 2009.

  * Mark Volpe, Boston Symphony Orchestra, $607,000, August 2009.

  * Deborah Card, Chicago Symphony Orchestra, $514,000, June 2009.

  * Gary Hanson, Cleveland Orchestra, $472,000, June 2009.

  * Deborah Borda, Los Angeles Philharmonic, $1.4 million,
    September 2009.

  * Michael Henson, Minnesota Orchestra, $390,000, August 2009.

  * Zarin Mehta, New York Philharmonic, just over $1 million,
    August 2009.

  * Lawrence Tamburri, Pittsburgh Symphony Orchestra, $341,000,
    August 2009

  * Brent Assink, San Francisco Symphony, $481,000, August 2009.

                 About the Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  In its petition, Philadelphia
Orchestra estimated $10 million to $50 million in assets and
debts.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Committee Taps Deloitte Fin'l Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of The Philadelphia Orchestra Association and Academy of
Music of Philadelphia, Inc., ask the Eastern District of
Pennsylvania for permission to retain Deloitte Financial Advisory
Services, LLP as its financial advisors.

Deloitte FAS will, among other things:

   a. assist the Committee in connection with its assessment of
      the Debtors' cash and liquidity requirements, as well as the
      Debtors' funding requirements, including its analysis of
      endowments and related matters;

   b. assist the Committee in connection with its assessment of
      the Debtors' financial and operating performance, including
      its current operations, monthly operating reports, and other
      financial and operating analyses or periodic reports as
      provided by Debtors' management or financial advisors; and

   c. assist the Committee in connection with its evaluation of
      the Debtors' key employee retention plans.

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

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  Encore Series, Inc., tapped
EisnerAmper LLP as accountants and financial advisors.  In its
petition, Philadelphia Orchestra estimated $10 million to $50
million in assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.


PHILADELPHIA ORCHESTRA: Morgan Lewis OK'd for ERISA Advice
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized The Philadelphia Orchestra Association and Academy of
Music of Philadelphia, Inc., to employ Morgan Lewis & Bockius LLP,
as special counsel to provide pension and ERISA advice and
perform specific pension-related services that the Debtors will
require during the course of these Chapter 11 Cases.

As reported in the Troubled Company Reporter on June 1, 2011,
prior to the Petition Date, Morgan Lewis provided pension-related
legal services to the Debtors in the ordinary course of business,
including advising the Debtors in connection with pension and
fund-related matters.  As such, Morgan Lewis is intimately
familiar with the pension and ERISA issues that the Debtors have
been facing and those that the Debtors are likely to face during
the course of the Chapter 11 Cases.

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

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  Encore Series, Inc., tapped
EisnerAmper LLP as accountants and financial advisors.  In its
petition, Philadelphia Orchestra estimated $10 million to $50
million in assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.  The Committee tapped Deloitte Financial
Advisory Services, LLP as its financial advisors.


PHILADELPHIA ORCHESTRA: Center Members Name New Directors
---------------------------------------------------------
The Post-Star reports that members of Saratoga Performing Arts
Center approved Saratoga Springs businessman Ronald Riggi as a new
member of the board of directors, replacing retiring member Dr.
John Popp.  Mr. Riggi is the chief executive officer, owner and
co-founder of the Turbine Services Ltd. Group.

The report notes a meeting in May included the re-election of six
current board members whose terms were due to expire this month:
Abraham M. Lackman, Edward J. Lewi, Heather Mabee, I. Norman
Massry and Hon. Susan Phillips Read.

Business Review reports that Saratoga Performing held its annual
membership meeting last month at the Hall of Springs in Saratoga
Springs, New York.  At the meeting, Marcia White, SPAC's executive
director, recapped the venue's 2010 season and preview its 2011
season.  Specifically, Ms. White was referring to the Philadelphia
Orchestra and the New York City Ballet, both of which perform
annually at SPAC.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08).  Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011.  Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Garden City Group, Inc. serves as the Debtor's
claims and noticing agent.  Encore Series, Inc., tapped
EisnerAmper LLP as accountants and financial advisors.  In its
petition, Philadelphia Orchestra estimated $10 million to $50
million in assets and debts.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case.  The Committee tapped Deloitte Financial
Advisory Services, LLP as its financial advisors.


PILGRIM'S PRIDE: Won't Violate Debt Covenants, CEO Says
-------------------------------------------------------
Ian Berry, writing for MarketWatch, reports that Pilgrim's Pride
Corp.'s chief executive Bill Lovette acknowledged Tuesday that
worries the company would violate its debt covenants with lenders
has weighed on company's stock recently, but said the poultry
producer doesn't expect any liquidity problems this year.

According to MarketWatch, Mr. Lovette said the company's banks are
"comfortable" with its strategy and added that JBS SA, the
Brazilian meat company that holds two thirds of Pilgrim's Pride,
can, if needed, lend up to $100 million that could serve as a
"backstop" for the company.

MarketWatch notes Pilgrim's stock has fallen by more than a third
this year and tumbled earlier this month to a 52-week low.  Asked
about the decline in a presentation to investors, Mr. Lovette said
he has gotten many questions about the health of the poultry
industry in general and about whether Pilgrim's Pride would
violate its debt covenants.

"Some have assumed we would, but we don't believe that's the
case," he said, the report notes.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from Chapter 11 on Dec. 28, 2009.

                            *    *    *

According to the Troubled Company Reporter on June 9, 2011,
Moody's Investors Service revised Pilgrim's Pride Corporation's
outlook to stable from positive and downgraded the speculative
grade liquidity rating to SGL-3 from SGL-2 given Moody's
expectations for much reduced profitability, cash flow and
covenant cushion following worse than anticipated chicken pricing.
All other ratings including the B1 corporate family rating were
affirmed.


PIONEER VILLAGE: Emerges From Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Greg Stiles at the Mail Tribune reports that says the owners of
Pioneer Village retirement center have emerged from bankruptcy
with goals similar to those they had before filing for Chapter 11
court protection in May 2010.

U.S. Bankruptcy Court Judge Frank H. Alley III has signed off on a
Pioneer Village Investments LLC's reorganization plan and Jeff
Chamberlain, the group's managing partner, is once again looking
to refinance the project, according to the report.

The report relates that Medford-based PremierWest and Central
Valley Community Bank of Fresno, owed equal shares of the
approximately $12 million debt, agreed to forgo the default
interest, giving Pioneer Village leeway as it searches for new
financing or a new owner between now and Dec. 31, 2012.

The Mail Tribune discloses that Farmington Centers of Portland, of
which Chamberlain is majority owner, will continue to manage the
center on Fifth Street, which was built in 2005.  The banks agreed
that if they received a $11.35 million principal payment during
2011, Pioneer Village Investments' debt would be considered paid,
according to court documents.  If the Pioneer Village group pays
$12 million, plus interest, from 2011 and 2012 by the end of 2012,
the deal would be done as well.

                          The Chapter 11 Plan

According to the Troubled Company Reporter on June 9, 2011,
PremierWest Bank will retain all of its liens and encumbrances
(including the PremierWest trust deed) securing the PremierWest
claim and the terms and provisions of the loan documents,
including but not limited to financial reporting and inspections,
will remain in full force and effect.

The Debtor will subordinate any claims of Excelsior or FCI to all
other claimants under the Plan.  PremierWest had previously filed
its own plan, and threatened other legal actions; however, a
settlement conference with the Honorable Trish Brown, U.S.
Bankruptcy Court Judge, resulted in an agreement.  Under that,
PremierWest agreed that if it were paid the sum of $11,350,000
principal during calendar year 2011, it would agree that it had
been paid in full.  If it is paid $12,000,000 during the year
2012, plus certain interest to be deferred during 2011 and 2012,
it will treat its claim as having been paid in full.  If the
Debtor has not paid the claim by the end of 2012, the Debtor may
either choose to convey the property to PremierWest or refer the
property for sale.  In addition, the guarantors of the bank's debt
will agree to stipulate to a judgment in favor of PremierWest,
subject to an agreement by PremierWest not to enforce those
judgments pending the payment pursuant to the settlement agreement
and this Plan.  Accordingly, PremierWest will not seek a vote by
the creditors or interest holders on its plan.

With respect to the claim of the Richard R. Hein and Helen J. Hein
Revocable Living Trust pursuant to a Note ("the Hein Note")
secured by a subordinate trust deed upon the real property
of the Debtor, the survivor, Mrs. Helen Hein, will continue to
receive the right of occupancy of her unit at a current cost of
$3,421 per month as an offset against the payments due under the
Note payalbe to the Hein Trust of $3,932.  Any differential
between the amount payable pursuant to the Hein Note and the costs
that are incurred by her will be added to the principal due under
the Hein Note, or subtracted from principal as is appropriate.
The balance shall be paid upon a sale of the facility.  In the
event the property has not been sold and Mrs. Hein continues to
reside in the facility, the offset terms will continue, until the
balance will be paid per the Note terms.

General unsecured claims will be paid in full on the Effective
Date.  Based upon review of the Schedules and the Claims Register
maintained by the Bankruptcy Court for the Chapter 11 Case, it
appears that the face amount of the General Unsecured Claims is a
maximum of $631.06.

Excelsior Development Company, LLC, the holder of a 10.97%
preferred ownership interest and a 20.94% non-preferred ownership
interest in the Debtor, will not receive any payments at
confirmation but will be paid as the Reorganized Debtor determines
it is able to pay, only after classes 1 through 4 and 8 are paid
in full.  The claim will continue to be unsecured.

The Reorganized Debtor will pay the subordinated unsecured claim
of Farmington Centers, Inc., in cash as the reorganized Debtor
determines it is able to pay, only after classes 1 through 4 and 8
are paid in full.

All equity interests will retain their interest unaltered by the
Plan, but will receive no payments on confirmation.  Members
electing to contribute additional capital will be granted
preferred ownership interests with priority over the other
interest holders.  Advances owed to Interest Holders will be
repaid only after payment of all other classes of claims to
funding of the Plan.

A copy of the order confirming the Plan and a copy of the Second
Amended Plan of Reorganization dated April 14, 2011, is available
at http://bankrupt.com/misc/pioneervillage.confirmationorder.pdf

A copy of the 3rd Amended Disclosure Statement relating to the 2nd
Amended Plan of Reorganization dated April 14, 2011, is available
at http://bankrupt.com/misc/pioneervillage.confirmationorder.pdf

                About Pioneer Village Investments

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

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


PJ FINANCE: Wants Lease Decision Period Extended Until Oct. 3
-------------------------------------------------------------
PJ Finance Company, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend until Oct. 3, 2011, their
period to assume or reject the real property leases.

The Debtors' lease decision period is set to expire on July 5,
absent an extension.

The Debtors need more time to review their books and records and
evaluate them in the context of the efforts to reorganize.

                         About PJ Finance

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

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

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

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

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

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed an
Official Committee of Unsecured Creditors in the Debtors' cases.


PLATINUM PROPERTIES: PPV Files Schedules of Assets and Liabilities
------------------------------------------------------------------
PPV, 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                $4,405,289
B. Personal Property              $289,487
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $16,994,047
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $5,567,722
                              ------------         --------------
      TOTAL                     $4,694,776            $22,561,769

               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.  PPV
listed $4.69 million in total assets and $22.56 million in total
liabilities.

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.


PRM DEVELOPMENT: Court Confirms Third Amended Plan
--------------------------------------------------
Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern
District of Texas signed on May 13, 2011, an order confirming the
Third Amended Joint Plan of Reorganization filed by PRM
Development, LLC and its debtor affiliates.

The Court found that the Plan satisfied the requirements for
confirmation set forth in Section 1129(a) of the Bankruptcy Code.

On May 10, 2011, the Debtors filed the Third Amended Plan and
accompanying disclosure statement to resolve the objections to
confirmation filed by Liberty Bankers Life Insurance Company and
Winnfield Life Insurance Company and to provide treatment and
other benefits to Liberty or Winnfield that are acceptable to
those creditors.

         Sale of Great Hans and Little Hans Properties

Under the Plan, the Debtors intend to employ William Otto of David
Jones Real Estate in St.  Thomas, USVI to market and sell the
"Great Hans Property" and "Little Hans Property."  Great Hans
Property refers to an undeveloped 510-acre island located
approximately one and one-half mile north of St. Thomas, United
States Virgin Islands as Great Hans Lollik.  Little Hans Property
is an undeveloped 100-acre island located approximately one and
one-half mile north of St. Thomas, United States Virgin Islands
known as Little Hans Lollik.

Non-debtor affiliates of PRM Development have committed to fund
all payments required to be made by PRM Development under the
Plan.  The non-debtor affiliates have sufficient funds on hand to
make these payments during the term of the Plan and are controlled
by Peter Morris

To market and sell the Great Hans and Little Hans Properties, the
Debtors will establish an 18 month "Marketing Period" for Great
Hans Property and the Little Hans Property consisting of two
phases.  Phase One of that Marketing Period will expire on January
31, 2012, and Phase Two of the Marketing Period will begin on
the expiration of Phase One and expire on November 1, 2012.

During the first three calendar months of Phase One of the
Marketing Period, the Debtors will list the Great Hans Property
for a gross sale price of no more than $26,250,000 and will list
the Little Hans Property for a gross sale price of no more than
$8,750,000.  Likewise, the Debtors will list the properties for a
combined gross sale price of no more than $35,000,000.

During the next six calendar months of Phase One of the Marketing
Period, unless Liberty otherwise agrees in writing, the Debtors
will list the Great Hans Property for a gross sale price of no
more than $20,000,000 and will list the Little Hans Property for a
gross sale price of no more than $9,500,000.  Likewise, the
Debtors will list the properties for a combined gross sale price
of no more than $29,500,000.

During Phase Two of the Marketing Period", unless Liberty
otherwise agrees in a writing signed by Liberty, the Debtors will
list the Great Hans Property for a gross sale price of no more
than $17,500,000 and will list the Little Hans Property for a
gross sale price of no more than $7,000,000.  During such Phase
Two, Debtors will also list the Great Hans Property and the Little
Hans Property collectively for a combined gross sale price of no
more than $24,500,000.

The Debtor's failure to accept any offer or proposal from a
prospective purchaser for a gross sales price for either or both
of the properties equal to or in excess of the agreed upon gross
sales prices will constitute a default under the Plan and will
entitle Liberty to exercise its rights and remedies on account of
that default in accordance with the Plan.

In the event that Debtors are unable to close a sale of the Great
Hans Property or the Little Hans Property during the Marketing
Period on or prior to the end of Phase Two, the Debtors will then
schedule and conduct a public auction of either or both
properties to be held prior to November 1, 2012.  The Debtors will
give Liberty at least 30 days written notice of the date, time,
and location of the auction.  Liberty will be entitled to credit
bid its then remaining Claims at the public auction and to be the
successful purchaser at the sale if it submits the highest offer
for those properties.

All net sales proceeds realized from the sale of either the Great
Hans Property or the Little Hans Property will be paid to Liberty
for application to Liberty's debts and claims in accordance with
the Plan and Liberty's loan and security documents.  The Great
Hans Property and the Little Hans Property will continue to be
cross-collateralized and so long as any portion of Liberty's debt
and Claims remain unpaid and unsatisfied.

The Plan provides for this treatment of classes of claims and
interests:

   * Class 3 Claims of Liberty Bankers Life Insurance Company
     will be treated as fully secured claims in an amount to be
     determined by the Court.  The Class 3 Claims are impaired.

   * Class 4 Claim of Winnfield will be treated as: On
     December 1, 2010, the Wikil Property reverted to Winnfield
     pursuant to a non-judicial foreclosure in the State of
     California.  Winnfield, the titleholder of the Wikil
     Property, has assumed an in rem obligation with respect to
     outstanding ad valorem taxes on account of the Wikil
     Property.  The Class 4 Claim is impaired.

   * Class 5 Claim of Foley & Lardner for $345,461 will be
     allowed in full.  The Class 5 Claim is impaired.

   * Class 6 PRM Development General Unsecured Claims will receive
     payment of their Allowed Claims out of cash distributions
     payable to the Reorganized PRM Development up to the Allowed
     amount of their Claim as a result of the sale of the Little
     Hans Property and the Great Hans Property.  The Class 6
     Claims are impaired.

   * Class 7 EMI General Unsecured Claims will receive payment of
     their Allowed Claims out of cash distributions payable to the
     Reorganized EMI up to the Allowed amount of their Claim as a
     result of the sale of the Little Hans Property and the Great
     Hans Property.  The Class 7 Claims are impaired.

   * Class 8 Great Hans LLP General Unsecured Claims will receive
     payment of their Allowed Claims out of cash distributions
     payable to the Reorganized Great Hans LLLP up to the Allowed
     amount of their Claim as a result of the sale of the Great
     Hans Property.  The Class 8 Claims are impaired.

   * Class 9 Little Hans LLP General Unsecured Claims will receive
     payment of their Allowed Claims out of cash distributions
     payable to the Reorganized Little Hans LLP up to the Allowed
     amount of their Claim as a result of the sale of the Little
     Hans Property.  The Class 9 Claims are impaired.

   * Class 10 Equity Interest Holders will retain their interests
     in PRM Development, EMI, Great Hans LLLP and Little Hans LLP.
     Class 10 Claims are impaired.

The Reorganized Debtors will pay all quarterly fees of the United
States Trustee until the Case is closed.

A full-text copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/PRMDevt_3rdAmPlan.pdf

With respect to the Plan objections, should the Plan become
effective following Confirmation, Liberty and Winnfield will not
oppose nor object to any request by any of the Debtors that,
irrespective of the Court's findings or rulings in connection
therewith, Debtor Econometric Management, Inc.'s bankruptcy case
was not filed in bad faith, and will not oppose or object to any
motion by any of the Debtors for an order vacating and entirely
setting aside Judge Stacey Jernigan of the U.S. Bankruptcy Court
for the Northern District of Texas's order dated October 7, 2010
and any other findings of fact or conclusions of law that the EMI
case was filed in bad faith.  The request may be referred by Judge
Hale to Judge Jernigan.

A full-text copy of the confirmation order is available for free
at http://bankrupt.com/misc/PRMDevt_May13ConfOrder.pdf

                        About PRM Development

Chicago, Illinois-based PRM Development, LLC, filed for Chapter 11
protection (Bankr. N.D. Tex. Case No. 10-35547) on Aug. 6, 2010.
Gerrit M. Pronske, Esq., at Pronske & Patel, P.C., assists the
Debtor in its restructuring effort.  The Debtor estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million as of the Petition Date.

Affiliates Bon Secour Partners, LLC; PRS II, LLC; PRM Realty
Group, LLC; PMP II, LLC; Maluhia Development Group, LLC; Maluhia
One, LLC; Maluhia Eight, LLC; Maluhia Nine, LLC; and Long Bay
Partners, LLC, filed separate Chapter 11 petitions.

On Oct. 14, 2010, the Court jointly administered Econometric
Management, Inc., with the Debtors.

On May 13, 2011, the Court confirmed the Chapter 11 Plan of
Reorganization of PRM Development and its debtor affiliates.


PROJECT ORANGE: Wins Court Approval of Creditor-Payment Plan
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that former electricity and
energy supplier Project Orange Associates Inc. won court approval
to begin paying its creditors after taking the past year to
resolve a long-running dispute with key customer Syracuse
University.

Project Orange Associates, LLC, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-12307) on April 29, 2010.  Timothy W.
Walsh, Esq., at DLA Piper LLP (US), filed the Chapter 11 petition.
The Company disclosed $9.7 million in assets and $15.4 million in
liabilities at the time of the filing.


PSGAMEGEAR SPORTS: Files For Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
The Washington Post reports that PSGameGear Sports Memorabilia
LLC, 21100 Dulles Town Cir., No. 162 in Dulles, Virginia, filed
for Chapter 11 protection (Bankr. E.D. Va. Case No. 11-14312).
The Company estimated less than $50,000, and liabilities of
between $50,001 and $100,000.  Shannon Guignon represents the
Company as its attorney.


R. SHAWN ELLIS: Elk Valley Cautions Investors on New Venture
------------------------------------------------------------
The Elk Valley Rancheria, California, a federally recognized
Indian tribe, reviewed the recent press release made by R. Shawn
Ellis purporting to announce his exploration of a new hotel
concept and cautions investors considering a venture with the
company.  Multiple entities owned by R. Shawn Ellis have filed for
bankruptcy leaving the Elk Valley Rancheria and other previous
investors empty-handed.

The Tribe notes the following in that May 26, 2011 press release:
"As the CEO of Ellis Gaming & Entertainment, LLC, R. Shawn Ellis
engages in a hands-on approach in creating a business environment
that is profitable for all groups, but more importantly, a long
term benefit to the health and well-being of all partners involved
in each and every venture."

Beware. The Elk Valley Rancheria, California still waits for the
profit, health and well-being from the ventures with Mr. Ellis.

"We want potential investors to understand the full-scope of the
R. Shawn Ellis business," said Dale Miller, Chairman of the Elk
Valley Rancheria.

See, In re Ellis Las Vegas, Inc, Case Number 10-32195; In re Ellis
Partners, LLC, Case Number 11-12960; In Re Ellis Gaming &
Entertainment, LLC, Case Number 10-34134; and In re R. Shawn
Ellis, Case Number 11-12959 are all Chapter 7 bankruptcy filings
in the United States Bankruptcy Court, District of Nevada filed
voluntarily by the identified parties that are part of or
affiliated with the "the Ellis Gaming group of companies that
specializes in development and management of international and
aboriginal gaming projects."

See also, Elk Valley Rancheria, California v. R. Shawn Ellis, et
al., Case No. 2:09-CV-00621-KJD-GWF, United States District Court,
District of Nevada.

The Elk Valley Rancheria, California offers various governmental
services to its members and operates several local businesses,
including the Tsunami Lanes Bowling Alley, Del Norte Golf Course,
Hiouchi RV Resort, and the Elk Valley Casino.  The Tribe also owns
Elk Valley Rancheria Economic Development Corporation and Elk
Valley Rock.


RAY ANTHONY: Seeks to Sell Equipment to Red White for $9.6MM
------------------------------------------------------------
Ray Anthony International, LLC, seeks permission from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to sell
equipment and other miscellaneous tools, free and clear of all
liens, to Red, White & Blue Crane, LLC for $9,666,500.

Pursuant to an Asset Purchase Agreement, as amended with Red
White, the Debtor will sell 19 cranes, 17 trucks, 33 trailers, 15
light vehicles, as well as miscellaneous equipment, office
furniture, miscellaneous rigging for cranes and miscellaneous
tools and other items used in connection with the business and
assumed contracts for the purchase price of $9,666,500.  The
purchase price will be paid by cash in the amount of $7,216,500
and the assumption of $2,450,000,000 in loan obligations.  A full-
text copy of the APA is available for free at:

The amendment to the APA was necessitated by the parties adding
and deleting equipment to be sold, otherwise, the APA remains
unchanged.

These parties may hold liens, claims and encumbrances:

   * All Points Capital Corp.
     275 Broadhollow Road
     Melville, NY 11747-4808

   * Alliance Leasing, Inc.
     120 Madison Street
     17th Floor
     Syracuse, NY 13202

   * Alter Moneta Corporation
     50 Lakefront Blvd., Suite 208
     Buffalo, NY 14202

   * Ameriserve Financial Bank
     1501 Somerset Ave., 2nd Floor
     Windber, PA 15963-1745

   * Bank of the West
     401 SW 5th Avenue
     Portland, OR 97204

   * Broward County Tax Collector
     P.O. Box 29009
     Ft. Lauderdale, FL 33302-9009

   * Centra Bank, Inc.
     81 W. Main Street
     Uniontown, PA 15401

   * Edson Financia, Inc.
     2701 E. Imperial Highway
     Brea, CA 92821

   * FCC Equipment Financing, a Division of Caterpillar
     12740 Gran Bay Parkway West, Suite 2100
     Jacksonville, FL 32258

   * Fifth Third Bank
     600 Superior Avenue, East
     4th Floor
     Cleveland, OH 44114

   * Florida Department of Revenue
     5050 West Tennessee Street
     Tallahassee, FL 32399-0100

   * Ford Motor Credit Company LLC
     One American Road
     Dearborn, MI 48126

   * GE Capital Corporation
     1010 Thomas Edison Blvd.
     Cedar Rapids, IA 52404

   * Huntington National Bank
     Centre City Tower
     650 Smithfield St.
     Suite 1000
     Pittsburgh, PA 15222

   * Internal Revenue Service
     IRS - Office of Chief Counsel
     Moorhead Federal Building, Room 806
     1000 Liberty Avenue
     Pittsburgh, PA 15222

   * Mack Financial Services
     a division of Volvo Financial Services
     P.O. Box 26131
     Greensboro, NC 27402

   * Pennsylvania Department of Revenue
     Pittsburgh District Office
     11 Stanwix Street, Room 310
     Pittsburgh, PA 15222-1312

   * Pinellas County Tax Collector
     Diane Nelson, CFC
     P.O. Box 1729
     Clearwater, FL 33757

   * Regions Bank
     6019 Winthrop Commerce Ave.
     Riverview, FL 33578

   * SG Equipment Finance USA Corp.
     480 Washington Blvd.
     Jersey City, NJ 07310-2053

   * Susquehanna Commercial Finance, Inc.
     1566 Medical Drive
     Suite 201
     Pottstown, PA 19464-3229

   * TCF Equipment Finance Inc.
     11100 Wayzata Blvd., Suite 801
     Minnetonka, MN 55305

   * Texas Taxing Authorities:
     Texas Department of Revenue
     Texas State Comptroller
     P.O. Box 13528
     Austin, TX 78711-3528
     Harris County Tax Office
     P.O. Box 4663
     Houston, TX 77210-4663
     Goose Creek Tax Office
     4544 Interstate 10 East
     P.O. Box 2805
     Baytown, TX 77251

   * United Bank, Inc.
     1085 Van Voorhis Rd., Suite 150
     Morgantown, WV 26505

   * United Financial Group, Inc.
     P.O. Box 941313
     Maitland, FL 32794

   * US Bank National Association, f/k/a Park National Bank
     1026 Ogden Avenue
     Lisle, IL 60532

The liens of Huntington National Bank are not listed as they
possess junior blanket liens on all equipment in the amount of
$11,000,000

The liens of United Financial Group in addition to its lien on an
asset involved in this transaction possesses a junior blanket
liens on all equipment in the amount of $800,000.

For the avoidance of doubt, certain owners of Ray Anthony
International LLC are also owners of the recently created Red
White & Blue Crane, LLC, namely Ray G. Anthony and Natalie
Anthony.  Notwithstanding this common ownership, all purchase
money secured parties affected by this sale have consented to this
transaction.

On June 9, 2011, the Court allowed the amended motion to proceed,
if it remains unresolved, to hearing scheduled for June 22, 2011
at 10:00 a.m.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


RAY ANTHONY: Wins Nod to Hire Swartz Campbell as Special Counsel
----------------------------------------------------------------
Ray Anthony International, LLC, obtained permission from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
employ Swartz Campbell, LLC as its special counsel for the limited
purpose of representing the Debtor in connection with the interest
of the Debtor in defending a claim against the Debtor by Aubrey
Talbert and Clay Smith.

The Debtor will pay Swartz Campbell's professionals according to
their customary hourly rates:

            Title                    Rate per Hour
            -----                    -------------
            Partners                    $175
            Associates                  $150
            Paralegals                   $95

L. John Argento, Esq., a partner at Swartz Campbell, LLP, in
Pittsburgh, Pennsylvania -- largento@swartzcampbell.com -- says
his firm has agreed to handle the matter on a hourly basis with a
retainer of $7,500.  This matter will be billed on a monthly basis
with the amount due deducted from the retainer.  If and when the
retainer reaches $2,500, it will be replenished up to $7,500, he
relates.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


RAY ANTHONY: Court Lifts Stay for Liquidation of Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
granted United Bank, Inc., relief from the automatic stay to
recover and liquidate certain "titled collateral," pledged by
debtor Ray Anthony International, LLC.

Before the Petition Date, United Bank extended numerous loans to
the Debtor, which loans were secured by, among other things, the
titled collateral.  As of April 26, 2011, the outstanding
indebtedness owed to United Bank is in excess of $8 million.

In joint motion filed with the Court, United Bank and the Debtor
stressed it is imperative for United Bank to receive relief from
stay immediately so that it can recover and liquidate the Titled
Collateral before any uninsured loss occurs.

The Debtor and United Bank also agree that the value of the Titled
Collateral does not exceed $800,000, which is far less than the
outstanding indebtedness owed by the Debtor to United Bank and
secured by the Titled Collateral.  The Debtor also stated that it
has no use for the Titled Collateral, and thus, it is not
necessary for an effective reorganization.

The Debtor will assemble and turn over the Titled Collateral to
United Bank and will reasonably cooperate with the lender during
the liquidation of the Titled Collateral.

West Mifflin, Pennsylvania-based Ray Anthony International, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 10-26576) on Sept. 15, 2010.  The Debtor estimated assets
and debts at $50 million to $100 million as of the Chapter 11
filing.  Affiliate Ray G. Anthony filed a separate Chapter 11
petition (Bankr. W.D. Pa. Case No. 10-26552) on Sept. 14, 2010.


RASER TECHNOLOGIES: Plan to Give 100% of Equity to Linden, et al.
-----------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports that Raser Technologies Inc. on Tuesday filed its
bankruptcy-exit plan a few weeks after abandoning a dual sale-plan
process.

According to DBR, the Plan proposes to:

     -- hand 100% of the equity in the reorganized Raser to plan
        sponsors, Linden Capital LP, Tenor Opportunity Master Fund
        Ltd., Aria Opportunity Fund Ltd. and Parsoon Opportunity
        Fund Ltd.; and

     -- fold in an unsecured promissory note for the sponsors, to
        be issued by the reorganized Raser when the plan is
        implemented.

In exchange, the group will:

     -- waive debt owed under the company's $12.5 million
        bankruptcy loan plus debt owed under a bridge facility --
        which included a $750,000 term loan -- provided by Linden
        Capital Advisors LP;

     -- provide the company with a cash payment of $2.5 million;

     -- execute a post-confirmation financing deal with Raser, in
        the form of a $3 million senior secured convertible term
        loan.

DBR notes the plan didn't disclose the amount or interest rate of
the note, nor did it set out proposed recoveries for most creditor
classes, including unsecured creditors of Raser and its bankrupt
affiliates.

According to DBR, the unsecured creditors are divided into
separate pools -- Litigation LLC and Creditor LLC -- based on
which Raser entity owes each creditor money, but most will be
entitled to interests in two limited liability corporations Raser
proposes to create under the plan.  Litigation LLC and Creditor
LLC will both be charged with going after claims on behalf of the
creditors.  Raser will contribute $500,000 to Litigation LLC and
lend $200,000 to Creditor LLC, according to court papers.
Creditors would eventually see distributions from those entities,
with their repayment depending on how much each entity is able to
garner through prosecution or settlement of the claims.

Holders of current interests in Raser and its subsidiaries aren't
set to see any distribution under the plan, and their interests
are to be canceled.

DBR says Raser is seeking court approval of its disclosure
statement at a July 26 hearing.

                      About Raser Technologies

Raser Technologies Inc. (NYSE: RZ) is a renewable energy company
focusing on geothermal power development.  The Company has one
operating plant in Utah and another eight early and development
stage projects in Utah, New Mexico, Nevada and Oregon.  The
Company invested $120 million in Thermo No. 1, its sole operating
plant, which is near Beaver, Utah, and has a power generation
capacity of 10 megawatts.  The City of Anaheim, California, agreed
in 2008 to buy the generated electricity for 20 years.

Provo, Utah-based Raser Technologies, Inc., also known as Wasatch
Web Advisors, Inc., filed for Chapter 11 protection (Bankr. D.
Del. Case No. 11-11315) on April 29, 2011.

Other Debtor affiliates filed for separate Chapter 11 protection
on April 29, 2011,  (Bankr. Case Nos. 11-11319 - 11-11350).
Peter S. Partee, Sr., Esq., and Richard P. Norton, Esq., at Hunton
& Williams LLP represent the Debtors in their restructuring
efforts.  The Debtors' local counsel is Bayard, P.A.  Sichenzia
Ross Friedman Ference LLP serves as the Debtors' corporate
counsel.  The Debtors' financial advisor is Canaccord Genuity.

The Company reported a net loss of $101.80 million on
$4.25 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $20.90 million on $2.19 million of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$41.84 million in total assets, $107.78 million in total
liabilities, $5.00 million of Series A-1 cumulative convertible
preferred stock, and a stockholders' deficit of $70.94 million.


READER'S DIGEST: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on Reader's Digest Assn. Inc. "At the same time, we
revised our rating outlook on the company to negative from
stable," S&P said.

"We revised our outlook on Reader's Digest Assn. Inc. to negative
based on the company's weak first quarter results and our view
that if the company's operating performance worsens, its liquidity
could be meaningfully reduced. The 'B' rating on Reader's Digest
Assn. Inc. reflects our expectation that the company will continue
to face secular pressure in its publications business; that its
publishing business will remain highly competitive; that it will
face mature growth prospects in its direct marketing business; and
that its direct marketing model -- focused on selling music,
videos, and books -- will become increasingly uncompetitive. It
also reflects the company's vulnerability to economic cyclicality
and the dated image of the Reader's Digest flagship magazine.
These considerations support our view of the business risk profile
as vulnerable and our expectation that the company's sales will
continue to decline. We consider company's financial profile to be
aggressive, given its significant debt burden," according to S&P.

Revenue from magazines constitutes more than 30% of the company's
total revenues. "We estimate that circulation for the flagship
magazine has dropped over 60% since 1999, and we expect it will
continue to drop. In our opinion, circulation has declined because
the brand and content have lost relevance to mainstream lifestyles
and attitudes, and because of the aging demographics of its
readership" said Standard & Poor's credit analyst Tulip Lim. She
added "Declining readership could also hurt the company's other
businesses, because it provides potential customers to the direct
marketing business. Moreover, we believe that there is a risk that
the migration of advertising and audiences to Internet-delivered
content will affect both advertising revenue and readership of the
company's magazines. Although Reader's Digest does generate
revenue from digital sources, competition online is intense, and
barriers to entry are low."


RIVIERA HOLDINGS: Moody's Assigns 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Riviera Holdings Corporation, a B2 rating to the company's first
lien Series A revolver ($10 million) and term loan ($50 million),
due April 2016 and a Caa2 rating to its $20 million second lien
Series B term loan due April 2016. Moody's also assigned a
speculative grade liquidity rating of SGL-2 reflecting the
company's good liquidity.

The credit agreement was put in place at the time the company
emerged from bankruptcy on April 1, 2011.

Ratings Assigned:

   -- Corporate Family Rating at B3

   -- Probability of Default Rating at B3

   -- First Lien Series A $10 million revolver due 4/2016 at B2
(LGD3, 36%)

   -- First Lien Series A $50 million term loan due 4/2016 at B2
(LGD3, 36%)

   -- Second Lien Series B $20 million term loan due 4/2016 at
Caa2 (LGD5, 86%)

RATINGS RATIONALE

The B3 Corporate Family Rating reflects high pro-forma financial
leverage -- debt to trailing EBITDA is 11.0 times -- earnings
concentration from two casino properties, Moody's expectation of a
slow recovery for the company's Las Vegas property, and a short
operating history under the current management team. Ratings are
supported by the consistent earnings generated by the casino in
Black Hawk, Colorado and the company's good liquidity.

Given rising visitation to Las Vegas, Moody's expects Riviera can
grow EBITDA modestly and Moody's expects debt to EBITDA to decline
to approximately 8.25 times and 6.75 times by year-end 2011 and
2012, respectively. Riviera is expected to generate sufficient
cash flow to fund interest, working capital, and a modest level of
maintenance capital spending. Additionally, Riviera can access its
$20 million second lien term loan for needed capital spending and
the company maintains a $10 million revolver to cover unexpected
contingencies. There is no required amortization for the term
loans. The first lien series A credit agreement is secured by all
domestic subsidiary assets other the $20 million deposit account
funded from the proceeds of the Series B term loan. The Series B
term loan can only be used for approved capital expenditures and
is secured by all assets on a second lien basis. A small portion
of interest due on the series B term loan will be paid in cash;
the remainder will be paid-in-kind (PIK).

The rating outlook is stable given Riviera's good liquidity and
Moody's view that earnings will grow modestly over the next year.
An upgrade could be considered if debt to EBITDA improves and can
be sustained at 5.5 times and if EBIT to interest expense
increases comfortably above 1.0 time. Ratings could be downgraded
if earnings growth stalls or if financial leverage remains at or
above current levels. Additionally any negative pressure on
liquidity could be cause for a downgrade.

The principal methodology used in rating Riviera Holdings
Corporation 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 June 2009.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino in Las Vegas and the Riviera Black Hawk casino in
Colorado. The company operates the Riviera hotel and casino in Las
Vegas (approximately 66% of net revenues) and the Riviera Black
Hawk casino in Colorado (approximately 33% of net revenues). The
company generates approximately $120 million in net revenues
annually.


ROBB & STUCKY: Samson Chair Buys Name, Other IP Assets
------------------------------------------------------
Laura Layden at the Naples News reports that Chinese investor
Samuel Kuo has announced his family has acquired the Robb & Stucky
name and the furniture company's other intellectual property
assets, including its logo and its customer list.

According to the report, Mr. Kuo was the winning bidder for the
assets at an auction.  The sale was approved by a bankruptcy judge
in Tampa last week.  Clint Engel at Furniture Today says Mr. Kuo
offered $470,000 for the assets.

Mr. Kuo is the chairman and CEO of Samson Holding Ltd., a public
company with its shares listed on the Hong Kong Stock Exchange.
He's also a major shareholder in the Company, which is one of the
leading furniture wholesalers in the U.S. and the United Kingdom.

                      About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-02801) on Feb. 18, 2011.
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  In its
schedules, the Debtor disclosed $77,705,081 in assets and
$91,859,125 in liabilities as of the Chapter 11 filing.


ROTHSTEIN ROSENFELDT: US Doesn't Want Rothstein Deposed by Others
-----------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that the
U.S. Attorney's Office in Miami has filed objections to an order
by U.S. Bankruptcy Judge Raymond Ray to produce Scott Rothstein
for questioning.

According to the report, the reason is that prosecutors fear
Mr. Rothstein's answers could tip off his partners in crime.  The
government said, once again, it is preparing multiple indictments
related to Mr. Rothstein's $1.2 billion Ponzi scheme.

The U.S. Attorneys' Offfce will cooperate only with Herbert
Stettin, the trustee in the Chapter 11 bankruptcy of Rothstein's
former law firm, Rothstein Rosenfeldt Adler, Business Journal
discloses.

Federal authorities said they understand that Mr. Stettin is up
against a two-year statute of limitations and must get some
information from Mr. Rothstein.  But the government clearly
doesn't want other civil litigants deposing Mr. Rothstein,
including investors who have sued in state court.  The question is
now before U.S. District Judge James I. Cohn.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROTHSTEIN ROSENFELDT: Judge OKs  Settlement With Kimberly
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge signed
off on a settlement that frees the wife of Ponzi-scheme operator
Scott Rothstein from a $1.1 million lawsuit in exchange for
turning over such personal belongings as a ruby and diamond heart
ring and furniture.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROZANNA MULHOLLEN: Lender Still Awaiting for Fin'l Documents
------------------------------------------------------------
Greg Stiles at the Mail Tribune reports that a lawyer representing
Sterling Bank, one of the largest creditors and a lender for the
market property, said that Rozanna and Richard Mulhollen have not
submitted required financial documents, including monthly
statements and tax returns.  Jackson County has filed a claim for
more than $83,000 in unpaid property taxes.

Rozanna Mulhollen, along with her husband, filed a Chapter 11
petition (Bankr. D. Ore. Case No. 11-60531) on Feb. 9, 2011.


ROOSEVELT LOFTS: To Sell Assets to Greystar for $95 Million
-----------------------------------------------------------
Eric Richardson at Blog Downtown reports the Roosevelt Lofts' two-
year-long stint in Chapter 11 bankruptcy proceedings could be
coming to an end.

Lawyers for developer Milbank Real Estate and lender Bank of
America are seeking approval from Judge Geraldine Mund for a $95
million sale of the 222-unit residential project at 7th and
Flower, in downtown Los Angeles.

Hoping to buy the property is Greystar, a national multifamily
real estate company.

At least $68 million of that purchase price will go to Bank of
America, which has fought vigorously to take control of the
building since it entered bankruptcy.  Approximately $16 million
would go to other firms owed money by the project.

The sale agreement gives Greystar two options: buy the 222
residential units for $89 million, or the whole building
(including retail) for $95 million.  The company chose the latter.
Still, using that $89 million number gives a valuation of $400 per
unit for the residential.

Based in Los Angeles, California, Roosevelt Lofts LLC is a luxury
condominium project in downtown Los Angeles.  The company filed
for Chapter 11 protection on April 13, 2009 (Bankr. C.D. Calif.
Case No. 09-14214).  David L. Neale, Esq., at Levene Neale Bender
Rankin & Brill LLP, represents the Debtor.  In its petition, the
Debtor listed assets of between $100 million and $500 million, and
debts of between $50 million and $100 million.


RICHARD HAISFIELD: Creditor Wants Liquidation to Pay Claims
-----------------------------------------------------------
Carlos E. Medina at Ocala.com reports that a creditor of Stonewall
Farm Ocala principal Richard Haisfield filed a petition in U.S.
Bankruptcy Court in Florida asking the court to force the
liquidation of his assets in an attempt to collect millions of
dollars the creditor claims are still owed to them.

According to the report, a separate action alleging fraud in U.S.
District court by the same creditor names the Ocala farm and
ownership in several stallions, including Leroidesanimaux, who
stands at the Ocala farm and sired this year's Kentucky Derby
winner Animal Kingdom.

The petition for an involuntary Chapter 7 ruling against
Mr. Haisfield was filed May 26, 2011, in the Middle District of
Florida in Jacksonville, Florida.  The move came just more than
three weeks after U.S. District Judge Timothy J. Corrigan in Ocala
ruled against the creditor, Stone Wall Acquisitions LLC, which was
seeking an injunction to freeze transfers of Richard and Audrey
Haisfield's assets and appoint a receiver, Ocala.com discloses.

Ocala.com relates that, in that filing, Stone Wall Acquisitions
alleges the Haisfields fraudulently transferred assets to
relatives and between myriad business entities "in exchange for,
or in purported payment of, non-existent, undocumented, or
otherwise suspect 'loans.'"

In early November, Audrey Haisfield sought bankruptcy court
approval to sell Stonewall's 92 percent interest in
Leroidesanimaux to an entity managed by her son, Marc Haisfield.

Under the agreement, Palm Beach Stallions I, managed by Marc
Haisfield, would pay $715,000 for the shares, of which $650,000
would go to Chase Bank, another creditor, in exchange for the bank
dropping its lien on the stallion.


ROBINO BAY COURT: Seeks Approval to Sell Substantially All Assets
-----------------------------------------------------------------
Robino-Bay Court Pad, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Delaware the bid procedures for the sale
of substantially all of its assets.

To ensure the maximum bid for the Property, the Debtor sought
approval of the retention and employment of The Flynn Company by
separate motion to market and solicit offers for the Sale.  If the
Debtor receives more than one qualified bid for any Property, the
Debtors propose to conduct a Sale pursuant to the following
procedures, which will permit bidders to bid on any relevant
Property in a full and fair manner, and allow the Debtors to
review, analyze and compare all bids to determine which bid is the
highest and best bid.

The Debtor will solicit bids for the sale of the Property until
Sept. 16, 2011, by marketing of any means and, if so decided, in
the publication of the Debtor's choosing and discretion.

Any party desiring to submit a bid for Property(s) shall deliver
any such bid in writing via facsimile or mail to:

    (a) The Flynn Company
        1621 Wood Street
        Philadelphia, PA 19103
        Phone: (215) 561-6565
        Fax: (215) 561-5025

    (b) Albert A. Ciardi, III, Esq.
        Ciardi Ciardi & Astin
        2005 Market St., Suite 1930
        Philadelphia, PA 19103
        Fax: (215) 557-3551

    (c) Janet Z. Charlton, Esq.
        The Chartwell Law Offices, LLP
        300 Delaware Avenue, Suite 800A
        Wilmington, DE 19801
        Fax: (302) 425-0200

All Bids must comply with the following requirements:

    a. The Bid must provide for the payment of cash at closing for
       the entire purchase price;

    b. If the Bid is a credit bid, the Bid must allocate the
       portion offered to each specific Property, and the
       apportioned credit Bid may not exceed the loan amount
       outstanding for each relevant Property;

    c. The Bid must provide for a closing of the sale of the
       Property no later than the deadline set in the APA;

    d. The Bid must be accompanied by an executed copy of the APA;

    e. The Bid must provide that the purchase of the Property(s)
       will be "AS IS, WHERE IS" with no representations or
       warranties from the Debtors;

    f. The Bid shall not be conditioned on the outcome of
       unperformed due diligence by the bidder or any financing
       contingency;

    g. The Bid must be based solely on the bidder's due diligence
       and not representations or warranties of the Debtor;

    h. The Bid must be accompanied by financial statements,
       letters of credit and/or any other documents or evidence
       satisfactory to the Debtor of the bidder's financial
       ability to consummate the contemplated transaction,
       including future performance of any assumed executory
       contracts;

    i. The Bid shall indicate that, if a Minimum Incremental Bid
       is received, the bidder will participate in the Sale;

    j. The Bid shall indicate that the potential bidder, if it
       becomes the Successful Bidder, will consummate and fund
       the proposed sale;

    k. The Bid must state that the Bid is irrevocable until the
       closing of the sale transaction(s);

    l. The Bid must be accompanied by a good faith deposit of 10%
       of the amount of the Bid sent by wire transfer in
       immediately available funds or set forth in an irrevocable
       letter of credit;

The Bid Procedures are intended to minimize the cost to these
estate of liquidating the Property and to allow for an efficient
transfer to the Successful Bidder.

A copy of the bid procedures is available for free at:
http://ResearchArchives.com/t/s?764b

                   About Robino-Bay Court Plaza

Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
12376) on July 28, 2010.  The Debtor is represented by John D.
McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin.  The Debtor
listed $12,784,786 in total assets and $13,698,321 in total
liabilities as of the filing date.

An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter
11 petition on July 28, 2010 (Case No. 10-12377).


ROCHA DAIRY: U.S. Trustee Forms 5-Member Creditors' Panel
---------------------------------------------------------
Robert D. Miller, United States Trustee for Region 18, 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 Rocha Dairy, LLC.

The Creditors Committee members are:

      1. Troy Chandler
         Farmore of Idaho
         P.O. Box 14
         Twin Falls, ID 83301
         Tel: (208)-280-0301
         Fax: (208)-324-3341
         E-mail: troy@farmoreofidaho.com

      2. Lonnie Lowder
         Blue Mud, Inc.
         P.O. Box 5278
         Twin Falls, ID 83303
         Tel: (208)-681-9202
         Fax: (208)-944-9399


      3. David Silva
         High Mountain Hay
         3477 North 2600 East
         Twin Falls, ID 83301
         Tel: (208)-731-0907
         Fax: (208)-735-1631
         E-mail: silvatrucking@yahoo.com

      4. Chance Standlee
         Standlee Hay Company
         876 South 1700 East
         Eden, ID 83325
         Tel: (208)-825-5117
         Fax: (208)-825-5129
         E-mail: cstandlee@standleehay.com

      5. Cindy Wiersema
         Kurt Wiersema Trucking
         325 South 5000 West
         Jerome, ID 83338
         Tel: (208)-324-8551
         Fax: (208)-324-5187
         E-mail: cindycowchow@aol.com

                       About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy, LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in debts.  The petition
was signed by Elcidio Rocha, member.


ROSSCO HOLDINGS: Hearing on College Station Sale Reset to June 28
-----------------------------------------------------------------
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California rescheduled the hearing to consider
Rossco Holdings, Inc.'s request to sell property in College
Station, which comprises multiple parcels of real property located
in the County of Brazos, Texas, free and clear of all liens, to
the successful bidder from June 24, 2011 11:00 a.m. to a
June 28, 2011 at 11:00 a.m.

In light of the continued sale hearing, the Debtor proposes to
amend the Court-approved bidding procedures governing the sale of
the Rossco Property.

The Rossco property may be sold along with contiguous parcels
owned by related non-debtor entities and a small parcel owned by
the estate of Chapter 11 debtor Leonard M. Ross.

Each of the sellers of the related parcels has conditionally
entered into a contract of sale with the buyer that initially
required a closing by May 9, 2011, but has been extended to
address the continued sale hearing.  On May 10, 2011, the Court
appointed a Chapter 11 Trustee in the related Chapter 11 case of
Leonard M. Ross, the Debtor's sole equityholder through his
revocable trust.  The U.S. Trustee for Region 16 has appointed
Howard M. Ehrenberg as trustee, and the Chapter 11 Trustee has
asked that the sale hearing be continued to June 28, 2011,
requiring the motion to amend the bidding procedures and provide
for later dates.

The Debtor has signed a Contribution and Sale Contract with
Woodridge Capital Finance Fund I, LLC, whereby Woodbridge would
provide the debtor and non-debtor with a combined cash
consideration of $19.5 million, and would provide Rossco and Mr.
Ross with a significant ownership in the limited liability company
that will carry out and own a portion of the major development
that is planned for the properties, through a combined 50%
ownership in the Sponsor Member.

Pursuant to the Contribution and Sale Contract, Rossco will also
receive with over $4 million in cash consideration for the sale of
its parcels of real property, a corresponding interest in the
Sponsor Member and its $5.5 million capital account, and a
participatory role in the development.

As a result, the Stalking Horse Bid provides the Debtor with an
opportunity to not only bring in cash to the estate with which
Rossco can fund a plan of reorganization and pay the claims of its
creditors, but also to have an ongoing business to reorganize
consistent with the real estate activities that Rossco has
undertaken in its approximate forty year history in real estate,
David J. Richardson, Esq., at The Creditors' Law Group, in Los
Angeles, California -- djr@thecreditorslawgroup.com -- tells the
bankruptcy judge.

A full-text copy of the Contribution and Sale Contract is
available for free at:

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

Moreover, the amended bid procedures contemplate this schedule to
govern the sale:

   * June 22, 2011 - 5:00 p.m.  - Deadline to submit proposed
                                  Bids.

   * June 23, 2011 - 12:00 noon - Debtor to file designation of
                                  Lead Bid.

   * June 24, 2011 - 10:00 a.m. - Auction.

   * June 27, 2011 - 12:00 noon - Debtor to file designation of
                                  successful bid.

   * June 28, 2011 - 11:00 a.m. - Sale Hearing.

                       About Rossco Holdings

College Station, Texas-based Rossco Holdings, Inc., filed for
Chapter 11 protection on Aug. 2, 2010 (Bankr. W.D. Tex. Case No.
10-60953).  The new California Case No. of Rossco Holdings is
LA10-55951BB.  Ronald E. Pearson, Esq., at Pearson & Pearson,
represents the Debtor.  The Debtor disclosed $28,415,681 in assets
and $10,567,302 in liabilities as of the Petition Date.

Affiliates Monte Nido Estates, LLC; LJR Properties, Ltd.; WM
Properties, Ltd.; Colony Lodging, Inc.; and Rossco Plaza, Inc.,
filed separate Chapter 11 petitions.

The Court set a hearing on June 28, 2011 to consider the Debtor's
sale of its Brazos, Texas assets.


RUDERMAN CAPITAL: Poker Losses Partly Recovered in Fraud Lawsuit
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the better poker player may not be able to keep the
winnings if the loser files bankruptcy, at least if the loser was
running a Ponzi scheme.  Bradley Ruderman ran a purported hedge
fund called Ruderman Capital Partners LLC.  In reality, the
Beverly Hills, California-based firm was a Ponzi scheme.
Mr. Ruderman pleaded guilty and was sentenced to more than 10
years in prison, the bankruptcy trustee for Ruderman Capital said
in a court filing.  Mr. Ruderman, according to the trustee,
participated in a "regular poker game" where he lost $845,900 to
Robert Safai.

Mr. Rochelle recounts that the trustee was appointed after
creditors filed an involuntary Chapter 7 petition (Bankr. C.D.
Calif. Case No. 09-19539) against Ruderman Capital in April 2009.
The trustee sued, contending Mr. Safai was obliged to give the
winnings back on the theory they were proceeds from fraudulent
transfers.  The trustee agreed this month to settle for $360,000,
so long as Mr. Safai certifies he had no reason to suspect there
was anything improper about Ruderman Capital.

The settlement comes up for hearing July 13 in U.S. Bankruptcy
court in Los Angeles.  The trustee decided to accept a 57.5%
discount in view of difficult legal questions about whether "Safai
provided value to the debtor in relation to the poker game."


SATELITES MEXICANOS: Incurs $13.88 Million Net Loss in 2010
-----------------------------------------------------------
Satelites Mexicanos, S.A. DE C.V., filed with the U.S. Securities
and Exchange Commission its Annual Report on Form 20-F reporting a
net loss of US$13.88 million on US$128.76 million of revenue for
the year ended Dec. 31, 2010, compared with a net loss of
US$19.74 million on US$125.03 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010, showed US$438.95
million in total assets, US$524.99 million in total liabilities
and a US$86.03 million total shareholders' deficit.

Galaz, Yamazaki, Ruiz Urquiza, S. C., in Mexico City, Mexico,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
Satmex's working capital deficiency, recurring net losses,
shareholders' deficit, inability to generate sufficient cash flow
to meet its short-term obligations and sustain its operations
raise substantial doubt about its ability to continue as a going
concern.

A full-text copy of the Form 20-F is available for free at:

                        http://is.gd/1sH9V5

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider of fixed satellite services in the Americas, with
coverage to more than 90% of the population to the Americas,
including more than 45 nations and territories.  Satmex also
provides Latin American television programming in the United
States.

One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites.  Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex.  A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA.  Construction of Satmex 8 is expected to be
completed by July 2012.  Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

As reported in the TCR on June 1, 2011, Satmex disclosed that on
May 26, 2011, it officially concluded its reorganization efforts
and emerged from its U.S. bankruptcy case.  As previously
announced, Satmex, together with its subsidiaries, Alterna' TV
Corporation and Alterna' TV International Corporation, filed a
prepackaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code on April 6, 2011.  The Plan was confirmed by the
U.S. Bankruptcy Court in the District of Delaware on May 11, 2011,
and became effective on May 26, 2011.


SEARS HOLDINGS: Fitch Downgrades 'B' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has downgraded its long-term Issuer Default Ratings
on Sears Holdings Corporation (Holdings) and its various
subsidiary entities to 'B' from 'B+'. The ratings on various
tranches of debt have also been downgraded by a notch. The Rating
Outlook is Negative.

The downgrades reflect continued deterioration in EBITDA on worse
than expected top line growth, with a precipitous decline during
the first quarter of 2011. As a result, credit metrics continue to
be pressured and leverage could increase by an additional turn or
more in 2011 from 4.6x in 2010, and be potentially higher in 2012
and 2013 (versus Fitch's prior expectation of leverage remaining
under 5.0x). The revised expectations contemplate reduction in
EBITDA from a latest 12-month (LTM) level of $1.2 billion.
Leverage is also expected to increase due to a need for higher
borrowings to fund operations with EBITDA now under $1.5 billion.
Liquidity remains adequate given availability under the company's
U.S. and Canadian facilities, the ability to add $1.75 billion in
secured indebtedness, and, potentially, to pull other levers over
the intermediate term. However, the magnitude of decline in
profitability and the lack of visibility to turn around operations
remain a major concern.

Market Share Losses Continue:

Domestic Sears and Kmart stores have been underperforming their
retail peers on top-line growth for many years and the combined
domestic entity has lost over $9.5 billion, or 20% of its 2006
domestic revenue base of $48 billion (the two companies merged in
March 2005) through the first quarter of this year (1Q'11; on an
LTM basis). The top-line weakness reflects competitive pressures,
inconsistent merchandising execution and the lack of clarity about
the company's longer term retail strategy, particularly in the
face of continuous changes in its top ranks. Sears' challenge will
be to generate longer term sales and earnings growth at both Sears
and Kmart in the face of continued market share gains by its
largest retail peers within the department store, discount and
big-box specialty retail segments.

Using an industry composite based on Fitch's estimate of Sears'
sales mix, industry sales were down an estimated 8%-9% over 2006-
2010 or a CAGR decline of just over 2%. During this four-year
period, Sears' sales were down 21% or a CAGR decline of
approximately 6%. The decline in Kmart sales have been even more
pronounced relative to its industry peers. Using a composite of
general merchandise, food and drugstore sales for Kmart, industry
sales are up almost 20% over the last four years or 4.5% CAGR. In
contrast, Kmart sales are down 16% or a CAGR decline of 4.5%.
Fitch expects both Kmart and Sears will remain share donors as
Sears' comparable store sales are expected to be in the negative
3%-5% range in 2011-13, while Kmart's comps are expected to be
down in the low single-digit range.

Tremendous Pressure on Operating Profitability:

Weakness in top line has resulted in operating margins that
significantly lag its peers. This is in spite of the company
undertaking aggressive cost cutting measures between 2006 to 2009
which resulted in a $1.2 billion reduction in domestic selling and
administrative expenses. Domestic EBITDA margin has tracked over
600 basis points (bps) lower on average over 2008 to 2010 compared
to its largest retail peers in the discount, department and
hardline retail categories. Given chronic underinvestment in the
stores due to years of cost cutting and low level of capital
expenditures and the lack of a well-articulated strategy to stop
market share losses, Fitch expects the high differential will
likely continue.

Sears' 1Q'11 EBITDA fell to $63 million from $304 million, a
decline of 80% year-over-year on weaker than expected comparable
store sales across all the reporting segments. Even if EBITDA were
to stabilize for the remainder of the year, this would still
reduce EBITDA to $1.2 billion in 2011 (assuming Sears can align
inventory more appropriately to sales in the second half of this
year) versus $1.45 billion in 2010. However, given continued
pressure on sales, a decline in gross margin on excessive
inventory markdown, and Fitch's assumption of flat SG&A, EBITDA is
expected to remain under pressure. It is difficult to define the
magnitude of decline given Sears generates 65% of its profit in
the fourth quarter along with the many moving parts, but EBITDA
could be well under $1 billion for 2011.

With sales pressure expected to continue into 2012 and beyond, the
only way for Sears to stabilize or increase EBITDA would be to
increase gross margin levels or reduce SG&A expenses. For every 1%
decline in top line at Sears Domestic or Kmart from 2010 reported
levels, gross margins would have to increase by 30 bps and 25 bps,
respectively, to hold gross profit dollars flat. Fitch thinks the
ability to further cut expenses without adversely affecting top
line is constrained given years of underinvestment.

Liquidity Adequate But Declining:

At the end of 2010 (year ended Jan. 29, 2011), Sears had liquidity
of approximately $5 billion. This consisted of $1.39 billion of
cash; $3 billion of pro forma availability under its domestic
$3.275 billion credit facility (upsized from the $2.4 billion
facility in April 2011); and $510 million availability under its
CAD$800 million asset backed revolver facility due 2015. This
availability has to be adjusted for several factors -- Fitch
estimates that Sears would require (1) a minimum of $400 million-
$500 million in cash to run the business; (2) $2 billion-$2.5
billion to fund peak seasonal working capital needs during the
holiday season; and (3) cash collateral or letter of credit
borrowings under its domestic facility in the amount of $475
million-$500 million for self-insurance programs. As a result,
real 'excess' liquidity would be in the range of $1.5 billion to
$2.2 billion. This assumes Sears has full access to both its
domestic and Canadian credit facilities. However, covenants may
constrict liquidity levels over time if profitability continues to
wane; for example, Sears has a cash dominion requirement and needs
to maintain a fixed-charge coverage ratio of 1.0x under its
domestic credit facility if usage exceeds a certain amount.

Fitch estimates that Sears would need to generate EBITDA of $1.5
billion in 2011 and $1.2 billion to $1.3 billion annually in 2012
and 2013 to service cash interest expense ($260 million-$280
million), capex ($400 million), contribution to pension plans
($300 million) and debt maturities. Other uses of cash could be
working capital (which could be a drain of another $200 million in
2011 assuming year-end inventories are up roughly 3%) and share
buybacks. Given EBITDA is expected to be materially lower, the
company will need additional borrowings to fund its operations.

Additional sources of liquidity include the current ability to
issue $1.75 billion in secured debt as permitted under its credit
facility ($1 billion accordion feature to upsize the facility and
$750 million in second lien debt) and asset sales. For example,
assuming the Canadian business can sustain EBITDA in the $200
million-$225 million range, gross proceeds from the sale of the
business could be in the range of $1 billion-$1.4 billion assuming
a 5x-6x multiple. Sears could also cut back on inventory, capital
expenditures and SG&A, but these would come at the expense of top
line unless Sears right sizes the business through large number of
store closings.

Recovery Considerations for Issue-Specific Ratings:
In accordance with Fitch's Recovery Rating methodology, Fitch has
assigned RRs based on the company's 'B' IDR. While concepts of
Fitch's RR methodology are considered for all companies, explicit
recovery ratings are assigned only to those companies with an IDR
of 'B+' or below. At the lower IDR levels, Fitch believes there is
greater probability of default, so the impact of potential
recovery prospects on issue-specific ratings becomes more
meaningful and is more explicitly reflected in the ratings
dispersion relative to the IDR. Fitch's recovery analysis assumes
a liquidation value under a distressed scenario of approximately
$9 billion on inventory, receivables, and property, plant and
equipment.

The $3.275 billion domestic senior secured credit facility, under
which Sears Roebuck Acceptance Corp. and Kmart Corporation are the
borrowers, is rated 'BB/RR1', indicating outstanding (90%-100%)
recovery prospects in a distressed scenario. Holdings provides a
downstream guarantee to both SRAC and Kmart Corp. borrowings and
there are cross-guarantees between SRAC and Kmart Corp. The
facility is also guaranteed by direct and indirect wholly-owned
domestic subsidiaries of Holdings which owns assets that
collateralize the facility.

The facility is secured primarily by domestic inventory which
ranges from $8 billion to $10 billion around peak levels in
November, and pharmacy and credit card receivables which range
from $650 million to $700 million. The credit facility has an
accordion feature that enables the company to increase the size of
the credit facility or add a first-lien term loan tranche in an
aggregate amount of up to $1 billion and issue $750 million in
second-lien debt. The credit agreement imposes various
requirements, including (but not limited to) the following: (1) if
availability under the credit facility is beneath a certain
threshold, the fixed-charge ratio as of the last day of any fiscal
quarter be not less than 1.0 times (x); (2) a cash dominion
requirement if excess availability on the revolver falls below
designated levels, and (3) limitations on its ability to make
restricted payments, including dividends and share repurchases.

The $1.25 billion second lien notes due October 2018 at Holdings
are also rated 'BB/RR1'. The notes have a second lien on all
domestic inventory and credit card receivables, essentially
representing the same collateral package that backs the $3.275
billion credit facility on a first-lien basis. While Fitch has not
made a distinction between the first- and second-lien notes at
this point given the significant collateral backing the notes and
facility, it could do so in the future should Sears decide to
exercise the accordion feature under the credit facility and/or
the assets serving as collateral decline materially. The notes
contain provisions which require Holdings to maintain minimum
asset coverage for total secured debt (failing which the company
has to offer to buy notes sufficient to cure the deficiency at
101%).

The senior unsecured notes are rated 'B/RR4', indicating average
recovery prospects (31%-50%). While the credit facility and
second-lien notes are over-collateralized currently and the
spillover could provide better than average recovery prospects for
the unsecured bonds, factors considered in assigning the recovery
rates include the potential sizable claims under lease
obligations; the company's underfunded pension plan; the ability
to add additional secured indebtedness; and the potential
overestimation of recovery value assigned to owned PP&E under a
liquidation scenario. The 31%-50% range would be in line with or
better than the average recoveries in the retail sector for
defaulted unsecured bonds, which have generally been in the 25%-
40% range over the last 10 years. The SRAC senior notes are
guaranteed by Sears, which agrees to maintain SRAC's fixed charge
overage at a minimum of 1.1x. In addition, Sears DC Corp. (SDC)
benefits from an agreement by Sears to maintain a minimum fixed-
charge coverage at SDC of 1.005x. Sears also agrees to maintain an
ownership of and a positive net worth at SDC.

Fitch has taken these rating actions:

Sears Holdings Corporation (Holdings)

   -- Long-term IDR downgraded to 'B' from 'B+';

   -- Secured bank facility downgraded to 'BB/RR1' from 'BB+/RR1';

   -- Second-lien secured notes downgraded to 'BB/RR1' from
      'BB+/RR1'.

Sears, Roebuck and Co. (Sears)

   -- Long-term IDR downgraded to 'B' from 'B+'.

Sears Roebuck Acceptance Corp. (SRAC)

   -- Long-term IDR downgraded to 'B' from 'B+';

   -- Short-term IDR affirmed at 'B';

   -- Commercial paper affirmed at 'B';

   -- Senior unsecured notes downgraded to 'B/RR4' from 'B+/RR4'.

Sears DC Corp. (SDC)

   -- Long-term IDR downgraded to 'B' from 'B+';

   -- Senior unsecured notes downgraded to 'B/RR4' from 'B+/RR4'.

Kmart Holding Corporation (Kmart)

   -- Long-term IDR downgraded to 'B' from 'B+'.

In addition, Fitch assigns this rating:

Kmart Corporation (Kmart Corp)

   -- Long-term IDR at 'B'.

The Rating Outlook is Negative.


SECOND AVENUE: To Remain Open Through Bankruptcy
------------------------------------------------
Kevin Hervert at Kearney Hub reports that the owner of
Culver's restaurant at 5010 Second Ave. said the restaurant is
restructuring its debt, and that his business is improving.

An order for protection has been entered under Chapter 11 of the
Bankruptcy Code for Second Avenue Enterprises LLC, which does
business as Culver's.  Under Chapter 11, businesses reorganize
their finances under court supervision.  Second Avenue Enterprises
LLC has $346,004 in assets and $897,514 in debts.

Second Avenue Enterprises LLC aka Culver's Restaurant filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Nebraska Case No. 11-41493 on May 27, 2011.  Galen
E. Stehlik, Esq., at Lauritsen Law Firm, represents the Debtor.
The Debtor listed assets of between $100,000 and $500,000, and
debts of $500,000 and $1 million.


SECURESOLUTIONS LLC: Cites Effects of 2006 Fraud for Woes
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that SecureSolutions LLC, a
security guard company that counts Mirabilis Ventures Inc. as an
equity holder, said it filed for bankruptcy protection after it
was unable to rebound from losses stemming from "a fraud
perpetrated upon it in 2006."

SecureSolutions, LLC, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 11-11581) on May 23, 2011.  Adam Hiller, Esq., at Hiller
& Arban, LLC, in Wilmington, Delaware, serves as counsel to the
Debtor.   The Debtor estimated assets of up to $1 million and
debts of up to $10 million as of the Chapter 11 filing.


SHAMROCK-SHAMROCK: Seeks to Employ Sue Ranto as Accountant
----------------------------------------------------------
Shamrock-Shamrock Inc. seeks permission from Bankruptcy Judge
Arthur B. Briskman of the United States bankruptcy Court for the
Middle District of Orlando to employ Sue Ranto of Ranto Accounting
and Consulting Services, Inc. as an accountant for the estate.

Upon retention, this accountant will prepare Monthly Operating
Reports and all other accounting matters for the applicant which
may be necessary.

It is estimated that the total charge for all Monthly Reports and
accounting services will approximate $300-$500 per month.

                     About Shamrock-Shamrock

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Company
scheduled assets of $12,284,976 and liabilities of $17,021,201,
owing on mortgages to a variety of lenders.


S.H.S. RESORT: Judge Williamson Approves Restructuring Plan
-----------------------------------------------------------
Demorris A. Lee at St. Petersburg Times reports that U.S.
Bankruptcy Judge Michael G. Williamson has approved a debt
restructuring plan that could bring the Safety Harbor Resort & Spa
out of bankruptcy and clear the way for the city of Safety Harbor
to buy a chunk of the resort's bayfront property for a park.

According to the report, Judge Williamson reduced the resort's
secured debt from $30 million to about $17.8 million, which will
be repaid over a five-year period.

The report says the action, said resort attorney Steve Berman,
will enable his client to "re-emerge from bankruptcy with a
realistic debt structure.  They are going to be in a better
financial situation, which is going to enable and ensure the
continued viability of the resort."

Judge Williamson also approved the resort's plan to sell about
15 acres of its downtown Safety Harbor property to the city.  The
property along the shore of Old Tampa Bay runs north from Veterans
Memorial Lane at the city marina to Mullet Creek.  The city is
offering almost $4 million for the property, which would help pay
down the resort's overall debt.  The sale to the city is
contingent upon an appraisal of the property, a land-use agreement
and an okay from the City Commission.

The appraisal of the property will have to come in close to the
city's almost $4 million offer, or the court will have to
reconsider the issue, the report says.  The City Commission will
probably take up the purchase at a July meeting.

                       City to Buy 15 Acres

Demorris A. Lee at St. Petersburg Times reports that a sandy beach
with volleyball courts could be in the future for Safety Harbor
residents after the City Commission decided to pursue buying up to
15 waterfront acres that wind behind the Safety Harbor Resort and
Spa.

According to the Times report, trying to put a close to a 2010
bankruptcy filing, the spa is selling the land that runs north
from Veterans Memorial Lane at the city's marina to Mullet Creek.

City manager Matthew Spoor presented to commissioners the proposal
to purchase the land.  The 15 acres could cost the city $3.8
million, according to the Times.

                      About S.H.S. Resort

S.H.S. Resort LLC, a company formed by Olympia Development Group,
purchased the Safety Harbor Resort & Spa in Florida, in 2004 for
more than $20 million.  The group then spent another $20 million
in renovations and remodeling.  Then the economy tanked.

S.H.S. Resort, LLC filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 10-25886) on Oct. 28, 2010.  Steven M.
Berman, Esq., and Hugo S. de Beaubien, Esq., at Shumaker, Loop &
Kendrick, LLP, assist the Debtor in its restructuring effort.  The
Debtor scheduled $8,105,980 in assets and $31,705,109 in
liabilities.


SIX FLAGS: Files S-3 for Shares Distributed After Emergence
-----------------------------------------------------------
Six Flags Entertainment Corporation filed a form S-3 registration
statement with the Securities Exchange Commission covering common
stock which could be sold by certain shareholders who purchased
common stock in connection with the company's emergence from
bankruptcy in 2010.  The registration statement was filed solely
as a result of the company's stock split and supersedes an earlier
registration statement due to the increased number of shares
resulting from the company's stock split.  The additional shares
will be issued on or about June 27, 2011 for shareholders of
record on June 15, 2011.

                         About Six Flags

Six Flags Entertainment Corporation is the world's largest
regional theme park company with 2010 revenue of nearly $1.0
billion and 19 parks across the United States, Mexico and Canada.
Six Flags Over Texas, the company's flagship location, is
celebrating its 50th anniversary season in 2011.



Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, served as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, served as local counsel.  Cadwalader Wickersham & Taft
LLP, served as special counsel.  Houlihan Lokey Howard & Zukin
Capital Inc., served as financial advisors, while KPMG LLC served
as accountants.  Kurtzman Carson Consultants LLC served as claims
and notice agent.  As of March 31, 2009, Six Flags had
$2,907,335,000 in total assets and $3,431,647,000 in total
liabilities.

The Court on April 29, 2010, confirmed the Modified Fourth Amended
Plan of Reorganization of Six Flags Inc. and its debtor-
affiliates.  On April 30, the Debtors consummated their
restructuring through a series of transactions contemplated by the
Plan and the Plan became effective pursuant to its terms.  On the
Effective Date, Six Flags, Inc. changed its corporate name to "Six
Flags Entertainment Corporation."


SKY LOFTS: Files 2nd Amended Chapter 11 Plan
--------------------------------------------
Sky Lofts LLC filed second amended versions of its proposed
Chapter 11 plan of reorganization and explanatory disclosure
statement.

Source of funding for the Plan will be from the proceeds of a sale
of the real estate owned by S&Y Enterprises, LLC and Sky Lofts to
Bedford JV LLC.  The sale of the real estate of those parties will
be for the amount of $21 million.

Secured creditor Banco Popular North America, owed $8.25 million,
objected to the Debtor's disclosure statement, citing that the
document does not provide adequate information.

Gerald M. Jacobs, Esq., at Gerald Nocera & Ragone LLP, represents
the bank.

A full-text copy of the amended disclosure statement is available
for free at http://bankrupt.com/misc/SKYLOFTS_2nd_Amended_DS.pdf

A full-text copy of the Chapter 11 plan is available for free
at http://bankrupt.com/misc/SKYLOFTS_2nd_Amended_Plan.pdf

Brooklyn, New York-based Sky Lofts, LLC, owns and maintains real
estate.  It filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case
No. 10-51510) on Dec. 8, 2010, Judge Elizabeth S. Stong presiding.
The Law Offices of David Carlebach, Esq. -- david@carlebachlaw.com
-- serves as bankruptcy counsel.  The Debtor estimated its assets
at $10 million to $50 million and debts at $1 million to
$10 million.

Affiliates Twin City Lofts, LLC (Bankr. E.D. N.Y. Case No.
10-50625) and S & Y Enterprises, LLC (Bankr. E.D. N.Y. Case No.
10-50623) filed separate Chapter 11 petitions on Nov. 11, 2010.


SONJA MORGAN: Appeals Court Upholds $7-Mil. Ruling Against Her
--------------------------------------------------------------
Pop Eater reports that Sonja Morgan has been ordered to pay
$7 million after a failed movie venture.  According to the
Hollywood Reporter, the United States Court of Appeals has upheld
the $7 million judgment against Ms. Morgan.

According to the report, the ruling alleges Ms. Morgan is liable
for fraudulent conduct because a potential John Travolta film,
'Fast Flash to Bang Time,' was never made.  Morgan was ordered to
pay Richard Rionda del Castro and his company, Hannibal Pictures,
$7 million.

                     Only $7 million owed?

Lynn Cinnamon at starcasm.net reports that Sonja Morgan has
recently said that she only owed $7 million and some small lawyer
bills.  Ms. Morgan disclosed $13 million in assets and $19.8
million in debts in schedules attached to her bankruptcy petition
last year.  She says she didn't know what the papers were talking
about.

Sonja Tremont-Morgan, cast member of Bravo's "Real Housewives of
New York City", filed for Chapter 11 protection on Nov.  17, 2010
(Bankr. S.D.N.Y Case No. 10-16132).


SONFISH LLC: To Close Four to Six Locations
-------------------------------------------
Aisling Maki at Memphis Daily News reports that SONFISH LLC, which
is in Chapter 11 bankruptcy, said it plans to shut down between
four and six locations that are not profitable while continuing to
operate about 15 others.  Attorney Jonathan Scharff, who
represents SONFISH, said the Company was hit hard by the recession
and wasn't able to make each of the locations profitable.  The
Company is transferring employees from closed locations to the
remaining locations.  The Company though did not guarantee that
all 363 jobs will be saved.

Founded in 2009, SONFISH LLC operates Captain D's franchisees,
operating 21 restaurants in Tennessee, Arkansas and Mississippi.

Sonfish, LLC, filed a Chapter 11 petition (Bankr. W.D. Tenn. Case
No. 11-25331) on May 26, 2011.  Jonathan E. Scharff, Esq., at
Harris Shelton Hanover Walsh, PLLC, in Memphis, Tennessee, serves
as counsel to the Debtor.  The Debtor disclosed $3,018,679 in
assets and $2,559,284 in liabilities as of the Chapter 11 filing.


SOUTH OF THE STADIUM: Chapter 11 Filing Delays Foreclosure
----------------------------------------------------------
Sandra Baker at Star-Telegram reports that South of the Stadium
LlC, owner of the 28.5-acre Eastern Star Home site south of
Cowboys Stadium in Arlington, Texas, filed for bankruptcy
protection to stave off a foreclosure auction of the property.
Providence Bank, based in Columbia, Mo., posted the property for
foreclosure on May 16.  Foreclosure auctions are held the first
Tuesday of the month.

According to the report, Providence Bank took over the failed
Premier Bank in Jefferson City, Mo., in October.  Premier Bank had
loaned South of the Stadium Llc. $9.2 million in May 2007 to buy
the property at 1111 E. Division St.

Star-Telegram notes the property has been listed for sale for $25
million.  It includes a retirement home built in 1924 by the
Eastern Star organization, an affiliate of the Masonic Lodge.  The
property, just east of Collins Street, has been vacant since 2001.

South of the Stadium I, LLC, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 11-43278) in Fort Worth, Texas on June 6, 2011.
The debtor disclosed $10 million to $50 million in assets and
debts.  Richard W. Ward, Esq., in Plano, Texas, serves as counsel
to the Debtor.


SUPER STOP: Owners of 8 Gas Stations in Chapter 11
--------------------------------------------------
Brian Bandell at South Florida Business Journal reports that Super
Stop Petroleum and affiliates filed for Chapter 11 bankruptcy
protection, listing a combined $24.2 million in claims -- mostly
mortgages from lenders such as Branch Banking and Trust Co., Fifth
Third Bank and Iberiabank.

A bunch of foreclosure lawsuits brought on the bankruptcy filings.
The most recent case was filed in April in Martin County by
Iberiabank against Super Stop Petroleum.  It concerned a
$3.7 million mortgage on gas stations at 8880 Lantana Road in
Lantana, 4504 S. Federal Highway in Stuart and 2011 St. Lucie
Blvd. in Port St. Lucie.

West Palm Beach attorney Traci Rollins represents Iberiabank in
the lawsuit.

Other South Florida gas stations and convenience stores involved
in the bankruptcy filings are at:

  * 3931 S.W. 40th Ave., Pembroke Park.
  * 1116 Hypoloxo Road, Lantana.
  * 3900 Riverland Road, Fort Lauderdale.
  * 1403 North Ocean Drive, Hollywood.
  * 321 Opa Locka Blvd., Opa Locka.

                       About Super Stop

MAQ Management, Inc., and three affiliates, including Super Stop
Petroleum, Inc., sought Chapter 11 protection (Bankr. S.D. Fla.
Case Nos. 11-26571 to 11-26574) on June 15, 2011.  David L.
Merrill, Esq., and Tina M. Talarchyk, Esq., at Talarchyk Merrill,
LLC, in West Palm Beach, Florida, serve as counsel to the Debtor.
MAQ Management estimated assets and debts of $1 million to
$10 million.  Super Stop Petroleum estimated $10 million to $50
million in assets and liabilities.


SOMERSET PROPERTIES: Court Enters 7th Interim Cash Coll. Order
--------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina entered a seventh interim
order authorizing Somerset Properties SPE, LLC, to use cash
collateral in accordance with a budget, subject to a 10% line item
variance.

A copy of the cash collateral budget is available for free at:

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

The interim order clarified that the Debtor is not authorized to
use Cash Collateral for legal fees and expenses, management fees,
or other professional fees of any kind, absent court approval.

LNR Partners, LLC, the "Special Servicer" of the Loans; CSFB 2001-
CP4 Bland Road, LLC and CSFB 2001-CP4 Falls of Neuse, LLC as
Lenders will be allowed online viewing access to the DIP Account.

The Lenders will immediately cause $241,066 of cash collateral,
consisting of held funds, to be wire to DIP account pursuant to
the Debtor's instructions.

The Debtor will provide the Lenders information and bank records
evidencing all deposits, disbursements and other activity in the
DIP account.

The Debtor will promptly deposit into the DIP account any other
Cash Collateral in its current or future custody, possession or
control, including the balance remaining its prepetition operating
account.

The Debtor will segregate Cash Collateral and not commingle any
other funds with Cash Collateral in the DIP account.

To the extent of Cash Collateral used by the Debtor, the Lenders
are granted liens in all of the Debtor's postpetition leases,
rents, royalties, issues, profits, revenue, income, deposits,
securities, and other benefits of the Properties to the same
extent, priority, and perfection as they have in collateral
prepetition.

Nothing in this order will prejudice, waive, impair or affect in
any way (i) the Lenders' claims that they already have liens in
all of the Debtor's postpetition leases, rents, royalties, issues,
profits, revenue, income, deposits, securities, and other benefits
of the Properties without regard to the extent of the use of Cash
Collateral and (ii) the Debtor's objections to the claims and
asserted liens of the Lenders and Midland Loan Services, Inc. as
the master servicer of the Loans.

The Debtor will allow the Lenders to inspect their asserted
collateral, including the Debtor's books and records relating
thereto.

The Lenders are authorized and directed to continue receiving in
the lockbox accounts all postpetition payments by tenants of the
Properties as they did prepetition.

The Debtor will dispose of no asset of the Debtor outside the
ordinary course of business, except upon the Lenders' prior
written consent or further order of the Court.

The Debtor will maintain adequate insurance on all tangible
collateral subject to the liens of the Lenders.

The Debtor's use of Cash Collateral will expire or terminate on
the earliest of: (i) the date the Debtor ceases operations of its
business; (ii) the non-compliance or default of the Debtor with
any terms and provisions of this order; or (iii) another order
concerning Cash Collateral is entered, or (iv) dismissal or
conversion of this chapter 11 case to chapter 7.

Unless a further consent order is entered, a final hearing on the
continued use of cash collateral is scheduled for June 20, 2011 at
10:30 a.m.

               About Somerset Properties SPE, LLC

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection on (Bankr. E.D.N.C.
Case No. 10-09210).  The Debtor proposes to hire E. Hardy Lewis
and Blanchard, Miller, Lewis & Isley, P.A. as special counsel.
The Company disclosed $36,496,015 in assets and $28,825,521 in
liabilities as of the Chapter 11 filing.


SPOT MOBILE: Incurs $1.25 Million Net Loss in April 30 Quarter
--------------------------------------------------------------
Spot Mobile International Ltd. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $1.25 million on $3.00 million of revenue for the
three months ended April 30, 2011, compared with a net loss of
$753,019 on $4.43 million of revenue for the same period during
the prior year.  The Company also reported a net loss of $2.22
million on $5.87 million of revenue for the six months ended
April 30, 2011, compared with a net loss of $1.07 million on
$9.10 million of revenue for the same period a year ago.

The Company's balance sheet at April 30, 2011, showed
$2.54 million in total assets, $5.47 million in total liabilities
and a $2.93 million total shareholders' deficit.

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

                        http://is.gd/IClkBi

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

The Company reported a net loss of $3.56 million on $16.08 million
of revenue for the year ended Oct. 31, 2010, compared with a net
loss of $712,601 on $23.74 million of revenue during the prior
year.

The Company's balance sheet at Jan. 31, 2011, showed $3.32 million
in total assets, $5.22 million in total liabilities and $1.90
million in total shareholders' deficit.


STRATEGIC AMERICAN: Incurs $8.3-Mil. Net Loss in April 30 Qtr.
--------------------------------------------------------------
Strategic American Oil Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $8.32 million on $1.25 million of revenue
for the three months ended April 30, 2011, compared with a net
loss of $1.17 million on $123,891 of revenue for the same period a
year ago.  The Company also reported a net loss of $9.94 million
on $1.48 million of revenue for the nine months ended April 30,
2011, compared with a net loss of $4.64 million on $344,587 of
revenue during the prior year.

The Company's balance sheet at April 30, 2011, showed
$17.51 million in total assets, $11.69 million in total
liabilities and $5.82 million total stockholders' equity.

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

                       http://is.gd/eJ8TUO

                    About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


STRATUS MEDIA: Secures 95% Ownership of ProElite
------------------------------------------------
Stratus Media Group, Inc., has concluded its acquisition of
ProElite, Inc., an entertainment and media company involved in the
development, production, and promotion of mixed martial arts.
Stratus now owns ninety five percent of ProElite.

"This acquisition provides the resources and abilities ProElite
needs in order to focus on strengthening and repositioning its
world class MMA fighting platform in addition to the brand
itself," stated Paul Feller, President and CEO of Stratus.  "Under
the new SMDI Action Sports Vertical, ProElite is launching a
series of MMA events that will bring a new vitality to the
business of MMA and reestablish ProElite as a leading
international MMA organization."

Founded in 2006, and running its first show in February 2007,
ProElite quickly became one of the most visible brands in mixed
martial arts globally.  ProElite holds the record for highest
ratings of an MMA event on a network telecast.  The company
maintains its ownership stakes in South Korean-based Spirit MC and
British based Cage Rage.  ProElite's event strategy will continue
its focus in both domestic and international markets, welcoming
fighters across all weight classes to prove themselves in the
cage.  Details of ProElite's upcoming events schedule, fight card,
and management team will soon be announced.

                        About ProElite, Inc.

Based in Los Angeles, California, ProElite is a significant stake
holder in Spirit MC in South Korea and U.K. based Cage Rage MMA
Organization.  Founded in 2006, ProElite holds the record for
highest ratings for a major network telecast of an MMA event and
showcases live international MMA fight events where leading and
promising up-and-coming MMA Fighters compete in the ring.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

As reported by the TCR on April 29, 2011, Goldman Kurland Mohidin,
LLP, in Encino, California, expressed substantial doubt about
Stratus Media Group's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and has negative cash flow from operations.

The Company reported a net loss of $8.41 million on $40,189 of
revenues for 2010, compared with a net loss of $3.40 million on $0
revenue for 2009.

The Company's balance sheet at March 31, 2011, showed
$5.44 million in total assets, $6.17 million in total liabilities,
and $722,895 in total shareholders' equity.


SUD PROPERTIES: Leland, NC Developer in Chapter 11
--------------------------------------------------
Wayne Faulkner at StarNewsOnline reported that SUD Properties is
the developer of the Springstone subdivision on Lanvale Road in
Leland, North Carolina.  Its Chapter 11 filing lists total claims
against subdivision lots, owned by Springstone Properties LLC, of
$5.23 million, including more than $1.2 million on two claims by
First Bank.  SUD listed the value of the Springstone lots as $3.98
million.

Based in Wilmington, North Carolina, SUD Properties, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. N.C. Case No.
11-03833) on May 17, 2011.  Judge Randy D. Doub presides over the
case.  George M. Oliver, Esq., at Oliver & friesen, PLLC,
represents the Debtor.  The Debtor disclosed $2,720,267 in assets
and $5,356,288 in debts.


SYMBION INC: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services raised both its corporate
credit rating on Nashville-based Symbion Inc. to 'B' from 'B-',
and its unsecured debt rating to 'CCC+' from 'CCC', following the
completion of the company's $350 million senior secured notes
offering. The unsecured notes' '6' recovery rating, reflecting
expectations for negligible (0% to 10%) recovery in the event of
default, is unchanged.

"On May 31, 2011, we assigned our 'B' issue-level rating (the same
as the new corporate credit rating) to Symbion's proposed $350
million senior secured notes due 2016. The recovery rating on this
debt is '4', indicating our expectation of average (30% to 50%)
recovery in the event of payment default. These ratings are
unchanged," S&P related.

"The speculative-grade corporate credit rating on Symbion reflects
the outpatient surgical facilities operator's difficult position
as it contends with the effect of a weak economy on case volume,
small reimbursement increases, and a large debt burden," said
Standard & Poor's credit analyst Rivka Gertzulin. Although the
recent refinancing improved the company's liquidity and improved
its capital structure, Symbion remains highly leveraged. Liquidity
is adequate.

"We expect that Symbion will remain acquisitive amid sluggish
organic growth," added Ms. Gertzulin.


TARRAGON CORP: CB Richard Acquires 800 Madison Luxury Building
--------------------------------------------------------------
Debra Hazel at ALM Media Properties LLC reports that Cushman &
Wakefield said Tarragon Corp. has sold luxury rental building 800
Madison Street in Hoboken, New Jersey, to CB Richard Ellis
Investors.  Cushman marketed the property.

According to the report, the 217-unit, fully leased apartment
building, which comprises an entire city block, was completed in
late 2008.  C&W had been marketing the property while it was under
construction, but took it off the market when Tarragon filed for
Chapter 11 bankruptcy protection in 2009.

Tarragon emerged from bankruptcy in 2010, and C&W again began
marketing the project in August.  No purchase price was disclosed.

                     About Tarragon Corp.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection
(Bankr. D. N.J. Case No. 09-10555) on Jan. 12, 2009.  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.
represent the Debtor as bankruptcy counsel.

Tarragon's Second Amended and Restated Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection, in July 2010.


TERRESTAR NETWORKS: Dish's $1.375-Bil. Offer to Lead Auction
------------------------------------------------------------
Judge Sean Lane of U.S. Bankruptcy Court in Manhattan approved
Dish Network Corp.'s $1.375 billion stalking horse bid for
TerreStar Networks Inc., along with minor changes to the auction
procedures he approved last month.

Other bidders have until June 27 to submit offers for the
satellite company.  If competing bids are made, an auction will be
held on June 30 at 9 a.m.

"I wish everybody good luck in the auction process," Judge Lane
said, according to DBR, in approving Dish to serve as the lead
bidder, Joseph Checkler, writing for Dow Jones' Daily Bankruptcy
Review, reports.

"The lack of objections is a reflection of this being a good event
for all concerned," Judge Lane said at the hearing.

If Dish loses at auction, it will be entitled to a breakup fee of
$27.5 million plus $3 million in reimbursements.  The minimum
increase for competing offers is $25 million, meaning that any
qualified bidder will be paying at least $55.5 million more for
TerreStar than Dish would.

According to DBR, Otterbourg, Steindler, Houston & Rosen P.C.'s
David M. Posner, a lawyer for TerreStar's official committee of
unsecured creditors, said he's looking forward to a "robust
auction."

DBR notes the recovery for creditors under Dish's bid -- or a
higher bid -- would be much better than what they would have
received under a prior TerreStar plan.

Any purchase would need approval from the Federal Communications
Commission.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that TerreStar had intended to sell the business to
EchoStar Corp. until it became apparent there was insufficient
support for the accompanying reorganization plan that had been
scheduled for a confirmation hearing in March.  After dropping the
plan, TerreStar began scheduling the auction sale.  The report
notes DBSD North America Inc., a similar company, had a successful
auction where the price increased from $1 billion to $1.49
billion, with first-lien creditor Dish ending up as the winning
bidder.

           About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


THORNBURG MORTGAGE: Trustee Investigates BofA and Countrywide
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 trustee for Thornburg Mortgage Inc.
may know by September whether his lawsuit against Bank of America
Corp. will survive.  To head off an expected motion by the bank to
dismiss the suit filed in late April, the trustee wants permission
to investigate what he called an "elaborate corporate shell game"
where the bank acquired Countrywide Home Loans Inc. and proceeded
to pull out valuable assets, leaving behind "moribund companies
that have no operations or assets."

Mr. Rochelle relates that the suit from April is based on
Thornburg's purchase of residential home loans from Countrywide
under agreements containing warranties about the quality of the
loans.  The trustee believes the warranties were violated on many
of the loans. The lawsuit seeks unspecified damages for
Countrywide's refusal to repurchase the loans as the loan-purchase
agreement allegedly requires.

The Thornburg trustee named Bank of America as a defendant under a
theory of successor liability, given how the bank acquired
Countrywide in mid-2008.  The trustee said in a bankruptcy court
filing he expects Bank of America will file a motion to dismiss,
contending Countrywide alone is liable for any damages.  The
bank's motion to dismiss is due for filing by July 1.  The trustee
can answer on Aug. 5, under a previously agreed-upon schedule.
Bank of American will file its final papers Aug. 31.

Mr. Rochelle discloses that in the meantime, the Thornburg trustee
wants permission to take discovery from Bank of America and find
out exactly what happened with Countrywide's assets.  The trustee
says the public record is incomplete in that regard.

                       About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11 on
May 1, 2009 (Bankr. D. Md. Lead Case No. 09-17787).  Thornburg
changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, is tapped as counsel.
Orrick, Herrington & Sutcliffe LLP is employed as special counsel.
Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin
Capital, Inc., are tapped as investment banker and financial
advisor.  Protiviti Inc. is also engaged for financial advisory
services.  KPMG LLP is the tax consultant.  Epiq Systems, Inc., is
claims and noticing agent.  Thornburg disclosed total assets of
$24.4 billion and total debts of $24.7 billion, as of Jan. 31,
2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.


TIMOTHY BLIXSETH: CrossHarbor Buys Yellowstone Club Compound
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Boston-based private equity
firm CrossHarbor Capital Partners has bought a 160-acre property
that had belonged to Tim and Edra Blixseth, founders of the
exclusive Yellowstone Club in Big Sky, Mont.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Mont. Case No. 08-61570).
The Company's owner affiliate, Edra D. Blixseth, filed for
Chapter 11 protection on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TODD BRUNNER: Real Estate Owner Filed Personal Bankruptcy Case
--------------------------------------------------------------
Rich Kirchen at the Business Journal reports that Todd Brunner, a
major owner of residential real estate in southeast Wisconsin, has
filed for personal Chapter 11 reorganization.

According to the report, Mr. Brunner, who filed jointly with his
wife Sharon Brunner, disclosed liabilities between $10 million and
$50 million, including a $2.2 million judgment against him by
First Business Bank of Brookfield.  The Brunners also disclosed
assets of between $10 million and $50 million.

Todd Brunner and his company, Investment Specialists of Pewaukee,
own multiple residential properties in Milwaukee County, Waukesha
County and Jefferson County, said banking and real estate industry
sources.

The report says First Business Bank won a $2.2 million judgment
against Todd Brunner in March from a lawsuit the bank filed in
November 2010.  First Business Bank in January filed a separate
mortgage foreclosure suit against Brunner, Investment Specialists
of Pewaukee and several other parties.  The bank in April won a
$2.3 million judgment in that case in Waukesha County Circuit
Court.

Two other banks have filed lawsuits against Brunner and Investment
Specialists, according to the report.

The report relates that AnchorBank filed a debt action against
Brunner and his company in April in Milwaukee County Circuit
Court.  AnchorBank attorney John Schroeder said the foreclosure
case was pending but has been stayed by Mr. Brunner's bankruptcy
filing.

Cornerstone Community Bank of Grafton filed foreclosure suits
against Mr. Brunner involving six properties in Waukesha County
and two in Jefferson County.  Bank president Paul Foy declined to
comment.

Todd Brunner filed for Chapter 11 bankruptcy protection (Bankr.
E.D Wisc. Case No. 11-29064) on June. 5, 2011.


TOM LOCHTEFELD: July 1 Hearing on Key Lease Dispute
---------------------------------------------------
Debbie Hatch at Beach and Bay Press reports that Tom Lochtefeld,
owner of the Wave House Athletic Club, Sound Wave and the master
lease holder who operates the Plunge at Belmont Park, has found
himself in a leasing stalemate with the city -- and neither side
seems to have a solution to reopen the historic swimming pool
built in 1925.

According to the report, the Plunge has been closed since May 26
and there are no indications the pool will reopen anytime soon.

Mr. Lochtefeld, who had been paying $70,000 annually since signing
his lease agreement with the city in 2002, has apparently run out
of rent credits and is now subject to new terms of $480,000
annually.  Lochtefeld filed for Chapter 11 bankruptcy in November
to force a renegotiation with the city.

Beach and Bay Press says city officials have said Lochtefeld
signed the 2002 lease with an understanding of the higher lease
rate later, and maintain he is now trying to change the terms
after the fact.

On July 1, the bankruptcy case and leasing feud will go to court
to determine whether the bank will take over the lease.


TRANS-LUX: Board Approves Comprehensive Restructuring Package
-------------------------------------------------------------
Trans-Lux Corporation TNLX disclosed a proposed complete financial
restructuring and re-capitalization of the Company. Trans-Lux
President and Chief Executive Officer J.M. Allain made the
announcement.  "For over a year now we have worked with our debt
holders to create a positive and viable way forward.  Over the
next few weeks we will be in communication with all parties in
order to seek acceptance of the proposed restructuring package in
its entirety.  The acceptance of the terms of the restructuring
plan by our creditors would allow us to avoid a bankruptcy
solution," said Mr. Allain.

"Throughout this process we have continued to improve every aspect
of the Company through carefully orchestrated and comprehensive
initiatives including significant cuts in SG&A, a significant
reduction in raw material costs, consolidation of manufacturing
facilities and the recruitment of top notch senior staff,"
continued Mr. Allain.  "The proposed restructuring will allow our
new team the ability to close and deliver on new and exciting
partnerships in the business, media and entertainment arenas."

The Company also announced that it has raised an aggregate of
$650,000 via the issuance of a 4% Promissory Note that is due and
payable on June 16, 2012, which Note is secured by a mortgage on a
parcel of land owned by a subsidiary of the Company located in
Silver City, New Mexico.  In connection with the issuance of the
Note, the subscriber received a five-year warrant to purchase
1,000,000 share of Common Stock of the Company at an exercise
price of $1.00, subject to adjustment as provided in the warrant.

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $7.03 million on $24.30 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $8.79 million on $28.54 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $31.50
million in total assets, $33.03 million in total liabilities and a
$1.53 million total stockholders' deficit.

As reported by the TCR on April 8, 2011, UHY LLP, in Hartford,
Connecticut, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  In 2009, the Company had a loss from continuing
operations of $8.8 million and has a working capital deficiency of
$16.0 million as of Dec. 31, 2009.  Furthermore, the Company is in
default of the indenture agreements governing its outstanding 9
1/2% Subordinated debentures and its 8 1/4% Limited convertible
senior subordinated notes so that the trustees or holders of 25%
of the outstanding Debentures and Notes have the right to demand
payment immediately.


TRANSWEST RESORT: Gets Extension to Use Cash Coll. Until Sept. 1
----------------------------------------------------------------
Judge Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona entered a supplemental order authorizing
certain debtor affiliates of Transwest Resort Properties, Inc.'s
use of cash collateral through and including September 1, 2011.

The order comes pursuant to JPMCC 2007-C1 Grasslawn Lodging LLC's
motion for issuance of order to show cause requesting an order
against Debtors Transwest Tucson, LLC and Transwest Hilton Head,
LLC for contempt and for additional relief, including the
appointment of a Chapter 11 trustee.  The Court entered an order
to show cause with respect to, among other things, a dispute over
the amount of $600,000 of Cash Collateral at the La Paloma Debtor
that the Senior Lender asserted should have been paid to it as
additional adequate protection and the Debtors asserted the need
to be retained for future operations due to the seasonality of the
Tucson Property's business.  The Disputed Payment has been held by
the La Paloma Debtor and not used pending resolution of the matter
by the Court at a final evidentiary hearing set for May 13, 2011.

The Senior Lender and the Debtors have reached an agreement that
(i) resolves all issues raised in the JPMCC Motion and Order to
Show Cause, including the disposition of the Disputed Payment;
(ii) provides for clarification of the Second Interim Order
Authorizing Transwest Tucson and Transwest Hilton Head's Use of
Cash Collateral; and (iii) modifies the Cash Collateral Order to
authorized the Debtors to use cash collateral, subject to
submission of a supplemental cash collateral budget, for an
additional period.

By the supplemental order, the Court acknowledged that the Motion
for OSC is withdrawn by the Senior Lender.  The combined emergency
motion for interim use of cash collateral pending final hearing
and emergency motion for expedited hearing and related pleadings
are also deemed withdrawn by the Debtors.  The evidentiary hearing
scheduled on May 13, 2011 is deemed vacated.

The terms of the use of cash collateral set forth in the Cash
Collateral Order will be extended from May 20, 2011, to September
1, 2011, provided that the Debtors' updated Budgets for the Tucson
Property and the Hilton Head Property, for the Extended Period,
approved by the Senior Lender, are submitted to the Court to be
incorporated as a supplement to the Cash Collateral Order by May
13, 2011.

The Debtors and the Senior Lender will obtain from the Court a
hearing date after August 15, 2011, as a standby hearing date for
the consideration by the Court of continued use of cash collateral
beyond September 1, 2011.  The Debtors and the Senior Lender will
report to the Court telephonically on or before August 1, 2011,
whether that hearing will be contested and, if so, submit a
proposed motion and briefing schedule.  If the Debtors and the
Senior Lender agree to an additional Supplemental Budget that
authorizes use of cash collateral after September 1, 2011, the
parties may submit the additional Supplemental Budget to the Court
along with an additional Supplemental Order to authorize continued
use of cash collateral and the Court will consider the same at the
August hearing date.

The Cash Collateral Order is hereby modified to include these
provisions:

   (a) The Debtors may retain and maintain a cash reserve for each
       property in the amount of a minimum of $1.5 million, which
       need not be maintained in a segregated account.

   (b) Paragraph 9 of the Cash Collateral Order is replaced with
       this language: As additional adequate protection for the
       continued use of Cash Collateral, and the other benefits
       provided herein for the Debtors and their estates, Senior
       Lender will be entitled to adequate protection payments in
       accordance with Section 361(1) of the Bankruptcy Code.  A
       monthly adequate protection payment in the amount of
       $200,000 will be made by the 15th day of each month for the
       immediately preceding month.  An additional adequate
       protection payment may be made to the Lender on the 15th
       day of the month following the end of each calendar quarter
       equal to the net operating income of each Debtor for the
       preceding quarter determined as: cash revenue less: (i)
       reserves, (ii) amounts expended pursuant to the Budget,
       (iii) outstanding checks, (iv) amounts, if any, necessary
       to fund the Working Capital so that the Cash Reserve Amount
       is maintained during the upcoming calendar quarter, and (v)
       amounts, if any, necessary to fund the Disputed Payment so
       that the Disputed Payment is replenished.

Except as expressly modified by the Supplemental Order, the terms
of the Cash Collateral Order will remain unaltered and in full
force and effect.  The Tucson Debtors will retain the Disputed
Payment as part of the Working Capital for the Tucson Property
pending further Order of this Court or agreement of the Parties.
The Tucson Debtor must account for the Disputed Payment at all
times.  To the extent that the Working Capital for a particular
month is less than the Cash Reserve Amount, the Tucson Debtor may
draw upon the Disputed Payment so that at all times, the Working
Capital with respect to the Tucson Debtor, does not fall below the
Cash Reserve Amount.

The Senior Lender reserves the right to request that the Court
determine that the Disputed Payment must be paid by the
Debtors to the Senior Lender under the Cash Collateral Order by
filing a motion on regular notice, and the Debtors reserve the
right to contest the request for that relief and similarly reserve
the right to seek authority of the Court to use the Disputed
Payment for operating purposes.

A full-text copy of the supplemental order dated May 5, 2011 is
available for free at:

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

                     About Transwest Resort

Tucson, Arizona-based Transwest Resort Properties, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
37134) on Nov. 17, 2010.  Kasey C. Nye, Esq., and Elizabeth S.
Fella, Esq., at Quarles & Brady LLP, in Tucson, Ariz., assist the
Debtor in its restructuring effort.  The Debtor estimated its
assets at up to $50,000 and debts at $10 million to $50 million.

Affiliates Transwest Hilton Head Property, L.L.C. (Bankr. D. Ariz.
Case No. 10-37170), Transwest Tucson Property, L.L.C. (Bankr. D.
Ariz. Case No. 10-37160), Transwest Tucson II, L.L.C. (Bankr. D.
Ariz. Case No. 10-37151), and Transwest Hilton Head II, L.L.C.
(Bankr. D. Ariz. Case No. 10-37145) filed separate Chapter 11
petitions on November 17, 2010.  BeachFleischman PC serves as tax
preparer and advisor, accountant and auditor.  Transwest Hilton
Head Property estimated its assets at $10 million to $50 million
and debts at $100 million to $500 million.  Transwest Tucson
Property estimated its assets at $50 million to $100 million and
debts at $100 million to $500 million.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors on Dec. 15, 2010.


TRICO MARINE: Has Final OK to Use Cash Collateral Until July 31
---------------------------------------------------------------
On June 10, 2011, the U.S. Bankruptcy Court for the District of
Delaware granted Trico Marine Services, et al., authorization, on
a final basis, to use cash collateral, through and including
July 31, 2011, in accordance with a budget.

As adequate protection, U.S. Bank, N.A., as indenture trustee
under the Indenture dated as of May 14, 2009, on behalf of the
8.125% Noteholders, is granted (1) first priority postpetition
security interest in all unencumbered assets or property of the
Debtors, (2) second priority postpetition security interests in
all encumbered assets of the Debtors, and (3) an allowed
superpriority administrative expense claim senior to any and all
other administrative claims.

A copy of the Final Order is available at:

http://bankrupt.com/misc/tricomarine.finalcashcollateralorder.pdf

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.


TRICO MARINE: Court to Tackle Tennenbaum Claims at July 18 Hearing
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Brendan Shannon Wednesday scheduled a July 18
hearing on a dispute between Trico Marine Services Inc. and
Tennenbaum Capital Partners over the lender's guarantee claims.

The Court will also consider confirmation of Trico's Chapter 11
plan of liquidation that day.

According to Ms. Brickley, CEO Michael Tennenbaum said in an
interview the claims grew out of the lender's loans to Trico
subsidiaries, which were guaranteed by the parent company, and not
paid in full.  Ms. Brickley says Tennenbaum's claims, if they
succeed, could add more than $26 million to the pool of unsecured
debt in Trico's case.

The Troubled Company Reporter, citing a prior DBR report, said
June 22, 2011, that Trico argued Tennenbaum is attempting to
muscle in on the slim recovery creditors are getting under the
plan.  According to the DBR report, Trico said Tennenbaum was
completely repaid, at a "significant profit," after conducting a
"scorched-earth" campaign during the Chapter 11 case.  Trico said
Tennenbaum pressured to "force a fire sale" of the company's fleet
of supply vessels.  Now it's making a last-minute grab for more
cash.

According to DBR, court papers indicate Tennenbaum collected as
much as 20% interest on portions of its loan to Trico, receiving a
total of more than $3 million interest, as well as loan fees and
professional fees of $3.7 million.  Tennenbaum also collected
against Trico's former operating companies, which never filed for
bankruptcy but worked out their debts out of court.

According to Ms. Brickley, Mr. Tennenbaum said in an interview
Tuesday the lender will file papers by a July 6 deadline to
demonstrate its claims.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection (Bankr. D. Del. Case No.
10-12653) on Aug. 25, 2010.  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  The financial advisors are Evercore Partners and AP
Services LLC.  Epiq Bankruptcy Solutions is the Debtors' claims
and notice agent.  Postlethwaite & Netterville serves as the
Debtors' accountant and Ernst & Young LLP serves as tax advisors.
PricewaterhouseCoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and were not subject
to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.

The Trico Supply Group -- which includes Trico Supply AS, Trico
Shipping AS, DeepOcean AS, CTC Marine Projects Ltd. and other
subsidiaries -- completed an out-of-court restructuring in May
2011.  Pursuant to the out-of-court restructuring, $399,500,000 or
99.88%, of Trico Shipping's 11-7/8% Senior Secured Notes due 2014,
the Trico Supply Group's working capital facility debt and
intercompany claims and interests held by Trico Marine entities,
were equitized and the holders received common stock of DeepOcean
Group Holding AS, a new Norwegian private limited company.
DeepOcean Holding and its subsidiaries, including Trico Supply,
Trico Shipping, DeepOcean, CTC and other subsidiaries, were spun
off Trico Marine.


TRUE NORTH: Has Disputes With Competitor, Big Law Firm
------------------------------------------------------
True North Products. Ltd., along with affiliate Source 1 Specialty
Chemicals, filed for Chapter 11 bankruptcy protection.  Brian
Failon simultaneously filed Chapter 7, according to reporting by
Michael Schwartz at Richmond BizSense.

According to the report, Mr. Failon and his company filed for
bankruptcy amid a two-year legal battle with a competitor and
after being sued by one of Richmond's biggest law firms.

True North Products and its managing director, Brian Failon, have
been battling Illinois-based Compass Chemical International in
Georgia courts since 2009.  Among other things, Compass alleges
that Failon misused trade secrets, according to the report.

The filings will block the suit from moving forward for now,
sparing True North and Failon from further damages from the case,
which included $123,000 they must pay Compass's attorneys after
the court found that Failon destroyed evidence during the trial by
erasing computer hard drives.

Declaring bankruptcy might also keep True North's legal counsel at
bay.  LeClairRyan sued just before the filing True North in
Henrico County Circuit Court for $203,000 in unpaid legal expenses
related to the Compass suit.

BizSense relates that LeClairRyan is listed among the creditors in
Failon and True North's filings.  Among its debts, True North
lists $2 million owed to Compass, related to damages the company
could potentially have to pay depending on the outcome of the
lawsuit.  It also owes more than $77,000 to the Atlanta-based law
firm that is representing Compass.

Compass sued True North and Failon for breach of contract, breach
of fiduciary duty and misappropriation of trade secrets and asked
for damages and an injunction to prevent True North from
continuing to benefit from the alleged actions.

Lawrence Burnat, an Atlanta attorney with Schreeder, Wheeler &
Flint, represents Compass.

True North Products, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 11-33876) on June 12, 2011.  Roy M. Terry, Jr., Esq.,
at Durrettecrump PLC, in Richmond, Virginia, serves as counsel.
The Debtor estimated up to $50,000 in assets and liabilities of up
to $10,000,000 in the Chapter 11 filing.  Affiliate Source 1
Speciality Chemicals, Inc., simultaneously filed for Chapter 11
bankruptcy (Case No. 11-33875).


UBRAN BRANDS: Wants Until July 20 to File Chapter 11 Plan
---------------------------------------------------------
UBI Liquidating Corp., fka Urban Brands, Inc., asks the U.S.
Bankruptcy Court for the District of Delaware to extend its
exclusive periods to file and solicit acceptances of a proposed
chapter 11 plan until July 20, 2011, and Sept. 19, 2011,
respectively.

The Debtor states that the requested extension is reasonable given
the significant progress in its chapter 11 case to date and its
diligent efforts to wind-down remaining affairs in a prompt and
efficient manner.  The Debtor is pursuing an orderly wind-down of
the chapter 11 case following its efforts to maximize value for
creditors.

                         About Urban Brands

Urban Brands, Inc., operated as a women's specialty retailer.  It
sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-13005) on September 21, 2010.  The Company estimated assets of
$10 million to $50 million and debts of $100 million to
$500 million in its Chapter 11 petition.  Chun I Jang, Esq., Mark
D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton
Finger, P.A., in Wilmington, Delaware, serve as counsel to the
Debtors.  BMC Group, Inc., is the claims and notice agent.  The
DIP Lender is represented by Donald E. Rothman, Esq., at Riemer &
Braunstein LLP.

As reported by the Troubled Company Reporter on October 29, 2010,
Urban Brands received Court permission to sell its business for
$16.67 million to an affiliate of Gordon Brothers Group LLC.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that Gordon Brothers told the judge it would operate at least 175
of the 210 stores.  Gordon Brothers would serve as Urban Brands'
agent to run going-out-of-business sales at the locations it won't
buy.  Mr. Rochelle said the price to be paid by Gordon Brothers is
subject to downward adjustment.  The ultimate price can't be less
than $6 million plus the amount necessary to pay off funding for
the Chapter 11 case.  The Debtor has been renamed UBI Liquidating
Corp., et al., following the sale.

In October 2010, the U.S. Trustee appointed seven entities to the
Committee of Unsecured Creditors -- Angel Made in Heaven, Inc.;
Natural Collection Corp.; Signsource, Inc.; Rosenthal & Rosenthal,
Inc.; GGP Limited Partnership; Simon Property Group, Inc.; and
International Inspirations, Ltd.  The Committee is represented by
Cooley LLP as lead counsel and Loughlin Meghji + Company as
financial advisor.


US AIRWAYS: S&P Assigns Prelim. B Rating on Class C Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B
(sf)' rating to US Airways Inc.'s series 2011-1 Class C pass-
through certificates, with an expected maturity of Oct. 22, 2014.
The issue is a drawdown under a Rule 415 shelf registration.
Standard & Poor's will decide on the rating to assign on
conclusion of a legal review of the documentation.

"The preliminary 'B (sf)' rating is based on US Airways' credit
quality, substantial collateral coverage by good quality aircraft,
and on legal and structural protections available to the pass-
through certificates," said Standard & Poor's credit analyst Betsy
Snyder. "The company will use the proceeds of the offering and the
2011-1 Class A and Class B series to refinance two A321-200, two
A330-200, and one A320-200 aircraft that were delivered in 2009-
2010, and four A321-200 aircraft to be delivered in September-
October 2011. Each aircraft's secured notes are cross-
collateralized and cross-defaulted, a provision that we believe
increases the likelihood that US Airways would affirm the notes
(and thus continue to pay on the certificates) in bankruptcy."

The pass-through certificates benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code.
"However, because the Class C certificates do not have a dedicated
liquidity facility (as do the Class A and Class B certificates),
we do not analyze them as enhanced equipment trust certificates
(EETCs)," S&P said.

The preliminary rating applies to a unit consisting of
certificates representing the trust property and escrow receipts,
initially representing interests in deposits (the proceeds of the
offerings). The escrow deposits are held by a depositary bank, The
Bank of New York Mellon (AA-/Stable/A-1+), pending paying off
existing debt on the planes (which should be accomplished
by October 2011). Amounts deposited under the escrow agreements
are not property of US Airways and are not entitled to the
benefits of Section 1110 of the U.S. Bankruptcy Code, and any
default arising under an indenture solely by reason of the cross-
default in such indenture may not be of a type required to be
cured under Section 1110. Any cash collateral held as a result of
the cross-collateralization of the equipment notes also would not
be entitled to the benefits of Section 1110. Neither the
certificates nor the escrow receipts may be separately assigned or
transferred.

"We believe that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario. In contrast to most EETCs issued before 2009, the cross-
default would take effect immediately in a bankruptcy if US
Airways rejected any of the aircraft notes. This should prevent US
Airways from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy," S&P said.

"We consider the collateral pool overall to be of good quality.
The largest proportion of appraised value, about 57%, consists of
A321-200's. The A321-200 is the largest version of Airbus' popular
A320 narrowbody family of planes. The A321-200 has not been as
successful as the A320 or smaller A319, but nonetheless is
operated by 68 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders). Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016. It is too early to tell
how popular this option will be, and we believe a lot will depend
on how much more expensive the NEO is. If widely adopted, sale of
NEO planes could depress somewhat residual values of existing-
technology Airbus narrowbody planes. However, this effect is most
likely for older planes in the A320 family (e.g. those delivered
in the 1990's), rather than the recently delivered A321-200s and
A320s in the 2011-1 collateral pool," S&P related.

The second-largest proportion of aircraft securing the
certificates is A330-200s, a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 67
airlines worldwide. It will face more serious competition when
large numbers of Boeing's long-delayed B787 are delivered. Still,
it will take a while for this to occur, even if Boeing is able to
make its first delivery later in 2011. The final, and smallest,
proportion of value, about 8%, is represented by A320-200s. This
model is Airbus' most successful plane, with a very wide user base
around the world. As discussed above, Airbus will offer a new
engine option on this plane in the middle of this decade.

The initial loan-to-value of the Class C certificates is 85.6%,
using the appraised base values and depreciation assumptions in
the offering memorandum. "However, we focused on more conservative
maintenance-adjusted appraised values (not disclosed in the
offering memorandum). We also use more conservative depreciation
assumptions for all of the planes than those in the prospectus.
We assumed that, absent cyclical fluctuations, values of the A321-
200s and A330-200s would decline by 6.5% of the preceding year's
value per year, and the A320-200s 6%. Using those assumptions, our
initial loan-to-value is 89.7%, higher than those of most other
recently-rated aircraft-backed debt. Our preliminary 'B (sf)'
rating on the Class C certificates is lower than our preliminary
'BBB (sf)' rating on the Class A certificates and preliminary 'B+
(sf)' rating on the Class B certificates because of a higher loan-
to-value, the fact that the Class C certificates are subordinated
to the more senior certificates, and because the Class C
certificates do not have a dedicated liquidity facility (which
would, if needed, pay interest on certificates if a bankrupt US
Airways was making insufficient payments to cover interest).
Still, the Class C certificates benefit from the fact that the
aircraft notes that secure all the certificates are cross-
defaulted and cross-collateralized, which, we believe, increases
the likelihood that US Airways would affirm the aircraft notes in
bankruptcy," S&P stated.

"Our ratings on US Airways reflect our view of the consolidated
credit quality of parent US Airways Group Inc., which also owns
America West Airlines Inc. We base the ratings on US Airways
Group's substantial debt and lease burden, limited (though
improving) liquidity, and participation in the high-risk U.S.
airline industry. The ratings also incorporate the company's
better-than-average operating costs. Tempe, Ariz.-based US Airways
Group is the fifth-largest U.S. airline, carrying about 8% of
industry traffic. We characterize the company's business profile
as vulnerable and its financial profile as highly leveraged," S&P
stated.

"We expect US Airways' financial profile to remain fairly stable
over the next two years, with EBITDA interest coverage 1.6x-2.0x
and funds from operations (FFO)/debt in the low-teen percent area.
We believe that an upgrade is not likely over the near-term, but
could occur if FFO/debt moves consistently into the high-teens
percent area and unrestricted cash and short-term investments
increase to more than $2.5 billion. With US Airways' improved
operating performance and liquidity, we also believe a downgrade
is unlikely over the near term. However, if a stalled U.S.
economic recovery or serious oil price spike caused sustained
losses, causing liquidity to fall to below $1 billion, we could
lower ratings," according to S&P.


US AIRWAYS: Moody's Assigns 'B3' Rating to Class C Certificates
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the Class C Pass
Through Certificates, Series 2011-1 of the 2011-1 Pass Through
Trusts to be issued by US Airways, Inc. The subordination
provisions of the inter-creditor agreement provide for the payment
of interest first on the Preferred Pool Balance of the Class B
Certificates and then on the Preferred Pool Balance of the Class C
Certificates before payments of principal on the Class A
Certificates. Amounts due under the Certificates will, in any
event, be subordinated to any amounts due on either of the Class A
or Class B Liquidity facilities, each of which provides for three
consecutive semi-annual interest payments due the respective
Certificate holders. There will be no liquidity facility for the
Class C Certificates.

Assignments:

   Issuer: US Airways, Inc.

   -- Senior Secured Enhanced Equipment Trust, Assigned B3

RATINGS RATIONALE

The Class A, Class B and Class C Equipment Notes issued by US
Airways and acquired with the proceeds of the Certificates will be
the primary assets of the Pass Through Trusts. The Certificates'
proceeds will refinance five currently owned Airbus aircraft; each
delivered new in 2009 or 2010 and Moody's newly manufactured
Airbus A321-200 aircraft to be delivered prior to December 15,
2011, with any excess proceeds held for general corporate
purposes. The payment obligations of US Airways under the Notes
will be fully and unconditionally guaranteed by US Airways Group,
Inc. Please refer to Moody's press release dated June 21, 2011 in
which Moody's assigned ratings to the A and B tranches of US
Airways' Series 2011-1 Enhanced Equipment Trust Certificates for
the rationale for Moody's ratings assignment.

The Class C Certificates have the most junior claim against the
assets of the respective Pass Through Trusts including via the
cross-subordination provisions of the inter-creditor agreement.
The loan to value of above 90% (based on Moody's estimate of
current market value) also provides little equity cushion.
Nevertheless, the B3 rating reflects the potential benefits of the
security interest under a default scenario.

The principal methodology used in rating US Airways Group, Inc.
was the Global Passenger Airlines Industry Methodology, published
March 2009 and Enhanced Equipment Trust And Equipment Trust
Certificates Methodology, published December 2010.

US Airways Group, Inc., based in Tempe, Arizona, through its
subsidiaries operates one of the largest airlines in the U.S. with
service throughout the U.S. as well as Canada, Mexico, Europe, the
Middle East, the Caribbean, Central and South America.


USA SPRINGS: Plans to Borrow $60 Million From Malom Group
---------------------------------------------------------
Bob Sanders at N.H. Business Review reports that the deal to
revive USA Springs' controversial bottling plant in Nottingham and
Barrington has fallen through, but the company has come up with
another plan to borrow $60 million raised by a Swiss company,
called the Malom Group AG.

According to the report, the catch is that Malom wants $2.4
million up-front to pay for the loan's expenses.  Meanwhile, USA
Springs will sue the original company, Lower Falls Funding LLC,
for the deposit it made on a loan that never materialized.

Business Review says, meanwhile, some non-shareholding creditors
could get all of their money back under a new plan -- agreed to on
April 22 and filed in bankruptcy court on May 18.  Previously,
they would only get 84 percent of it back on the old plan.

The report says the first deal to salvage the plan was proposed
in April 2010 and approved by the bankruptcy court in October.  It
would have resulted in a five-year, $55 million loan from Lower
Falls Funding LLC, which would have acquired a 20 percent stake
in USA Springs, along with 6.5 percent interest with two points.
But Lower Falls wanted $137,500 from the company.  At first, the
Committee of Unsecured Creditors said it was concerned that the
creditor was a scam artist, but then withdrew its objections and
put an adversary filing charging USA Springs with fraud on hold.

The Malom deal would require even more money up front.  Malom
would underwrite a structured note, but it would be necessary for
a third party to invest and deposit $2.4 million "to be used for
the due diligence and associated costs for duties Malom will
perform for the debtor."  Malom, in turn, would refund the money
plus an additional $100,000 if the transaction isn't consummated.

Malom would issue its funding commitment 55 days after it gets
its deposit.  The note would be 420 basis points over comparable
U.S. treasuries and must be paid back in five years.  Malom would
get a 3 percent origination fee and a 1.5 percent "success fee,"
not to mention the $2.4 million underwriting fee, relates the
Company.

Closing would be 90 days after Malom receives the underwriting
deposit.

Business Review adds USA Springs has until June 20 to present the
plan in further detail at a hearing, or it could be removed from
bankruptcy protection, allowing its major creditor Roswell
Commercial Mortgage LLC, to foreclose on the property.

Roswell opposed the previous plan, though in this plan the debtor
would seek to pay $9.5 million plus 4.5 percent interest from
January 15, 2011.  As of May 26, no objection to the current plan
has been filed.

Malom is represented by Joseph Micelli, and the plan would be
evaluated by Eric A.W. Danner of CRG Partners.

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.   The Committee's
counsel is Terrie Harman, Esq., at Harman Law Offices.  In its
schedules, the Debtor disclosed $127,000,335 in assets and
$13,913,901 in liabilities.


VALENCE TECHNOLOGY: Enters Into Amendment No.4 to Wm Sales Pact
---------------------------------------------------------------
Valence Technology, Inc., entered into an Amendment No. 4 to At
Market Issuance Sales Agreement with Wm Smith & Co., as sales
agent, which Amendment amended the terms of that certain At Market
Issuance Sales Agreement dated Feb. 22, 2008, as previously
amended.

The Amendment provides, among other things, that the number of
shares of the Company's common stock which may be issued and sold
in a series of transactions over time as the Company may direct
through the Sales Agent is increased from 20,000,000 shares to
30,000,000 shares.  As of June 17, 2011, the Company has sold
19,226,421 shares of its common stock under the Sales Agreement
and 10,773,579 shares remain available for issuance and sale under
the Sales Agreement, as modified by the Amendment.

Sales of shares of the Company's common stock, if any, may be made
in privately negotiated transactions or any other method permitted
by law, including sales deemed to be an "at the market" offering
as defined in Rule 415 under the Securities Act of 1933, which
includes sales made directly on The NASDAQ Stock Market, the
existing trading market for the Company's common stock, or sales
made to or through a market maker other than on an exchange.  The
Sales Agent will make all sales on a best efforts basis using
commercially reasonable efforts consistent with its normal trading
and sales practices, on mutually agreed terms between the Sales
Agent and the Company.

Unless the Company and the Sales Agent agree to a lesser amount
with respect to certain persons or classes of persons, the
compensation to the Sales Agent for sales of common stock sold
pursuant to the Sales Agreement will be 6.0% of the gross proceeds
of the sales price per share.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on $45.88
million of revenue for the year ended March 31, 2011, compared
with a net loss of $23.01 million on $16.08 million of revenue
during the prior year.

The Company's balance sheet at March 31, 2011, showed $36.01
million in total assets, $91.24 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$63.83 million total stockholders' deficit.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VENTO FAMILY: Gets OK to Use Rental Income to Fund Bankruptcy
-------------------------------------------------------------
The Vento Family Trust and Bank of Nevada have obtained from the
U.S. Bankruptcy Court for the District of Nevada approval of a
stipulation between the parties for use of cash collateral and
for adequate protection.  The stipulation and cash collateral
order will be effective until July 31, 2011.

The Bank has a security interest in income-producing real property
owned by Debtor and pledged to the Bank as collateral securing two
loans.  The Bank also has a security interest in the income
generated from the real property and this income constitutes its
cash collateral.

Under the terms of the stipulation, the Lender consents to the
Debtor's use of Cash Collateral in the ordinary course of
business.  The Debtor agrees that it will not sell, lease, or
transfer any of the Property without prior written consent of
Lender or the Court.

In order to provide adequate protection for the Lender, the Debtor
will grant the Lender a post-petition replacement lien of cash
collateral used in the same priority pre-petition, on all
inventory, property, and accounts receivable of Debtor.  As
additional adequate protection for the use of Cash Collateral, the
Debtor agrees to provide Lender with regular monthly adequate
protection payments of $2,750 and $8,105 and must deliver each of
the Payments to Bank of Nevada, c/o Snell & Wilmer L.L.P.,
Robert R. Kinas, Esq., 3883 Howard Hughes Parkway, Suite 1100,
Las Vegas, Nevada 89169 throughout the term of the Cash Collateral
Order.

                          About Vento Family

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.


VICTORVILLE PARTNERS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Los Angeles Newspaper Group reports that Victorville Partners LLC,
7226 Sepulveda Blvd., Suite 200, Van Nuys, filed for Chapter 11 in
Los Angeles (Case No. 11-15951).


VICTOR VALLEY: 2nd Amended Liquidating Plan Approved
----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the 2nd Amended Liquidating Plan of Victor Valley
Community Hospital.  Victor Valley, together with co-proponents
the Official Committee of Unsecured Creditors, Physicians Hospital
Management, LLC, and Corwin Medical Group, Inc., filed on
May 20, 2011, a second amended liquidating plan of reorganization.

Under the second amended liquidating plan, after the sale of
substantially all of the Debtor's assets closes and the Plan
become effective, all of the Debtor's remaining assets, including,
but not limited to, the cash on hand on the Effective Date, which
includes, but is not limited to, the net proceeds of the Sale,
will be vested in the Liquidating Debtor, which is the Debtor
entity as it will survive after the Effective Date.  The
Liquidating Debtor will lease the assets that have been purchased
by the Purchasers and supervise the operation of the hospital by
the Purchasers who will manage the hospital under an Interim
Management and Lease Agreement under the Debtor's existing
licenses until the Purchasers have obtained their own licenses.
Another primary function of the Liquidating Debtor will be to
finalize the Claims resolution process, to the extent possible,
and to make Distributions to the Creditors holding Allowed Claims
as provided in the Plan.

When the Liquidating Debtor ceases to exist, which will be when
the Purchasers obtain the necessary licenses to operate the
Hospital and the Interim Management and Lease Agreement
terminates, a Liquidating Trust will be formed and all of the
assets then held by the Liquidating Debtor will be transferred to
the Liquidating Trust, for the benefit of all Creditors of the
Debtor's Estate.  The Liquidating Trust will, to the extent not
completed by the Liquidating Debtor, complete the Claims
resolution process and make any remaining Distributions to
Creditors holding Allowed Claims.  After payment of all creditors
entitled to payment under the Plan, the Liquidating Trust will
distribute any remaining assets as directed by the Attorney
General of the State of California.

The Claims against the Debtor are divided into (1) unclassified
Claims, which are (i)Administrative Claims, (ii) Priority Tax
Claims and (iii) Cure Claims, and (2) Classes of Claims, which are
(i) Class 1 Secured Claims, (ii) Class 2 Priority Non-Tax Claims
(which includes Priority Claims of employees of the Debtor for
accrued and unused PTO), (iii) Class 3 General Unsecured Claims
and (iv) Class 4 Subordinated Unsecured Claims, which is comprised
of the General Unsecured Claims of PHM and Corwin.

The Liquidating Debtor or the Liquidating Trustee, as the case may
be, will pay all persons and entities holding Administrative
Claims 100% of the allowed amount of such Claims, plus interest,
fees and costs on the Effective Date or when the Claim becomes an
Allowed Claim, whichever is later.

All Claims, except the Secured Claims of PHM and Corwin and the
Subordinated Unsecured Claims, also claims of PHM and Corwin, are
unimpaired by the Plan.  Holders of unimpaired claims are deemed
to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code and do not vote on the Plan.  Holders of
unimpaired claims may, however, file an objection to the Plan, to
the extent any objection is deemed appropriate.

The Secured Claims of PHM and Corwin and the Subordinated
Unsecured Claims of PHM and Corwin will also be paid in full with
interest but the payment will be over time.  The Secured Claims
Subordinated Unsecured Claims of PHM and Corwin are impaired under
the Plan.  PHM and Corwin are, therefore, allowed to vote on the
Plan and will receive Ballots.

              About Victor Valley Community Hospital

Victor Valley Community Hospital -- http://www.vvch.org/--
operates a 101 acute care bed facility in Victor Valley, in
Southern California.

Victor Valley Community Hospital filed for Chapter 11 protection
on September 13, 2010 (Bankr. C.D. Calif. Case No. 10-39537
The Debtor estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.  Debt includes
$4.5 million owed to the bank lender.  Unsecured creditors are
owed $16.5 million.  Mary D. Lane, Esq., Samuel R. Maizel, Esq.,
and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtor as counsel.


VILICA LLC: Court Approves Coldwell Banker as Real Estate Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Vilica LLC to employ Coldwell Banker Cutten Realty as
real estate broker.

According to the May 24, 2011 edition of the Troubled Company
Reporter, Coldwell Banker will represent the Debtor in the sale of
the Debtor's various parcels of real properties located in Trinity
County, California.  The general terms of the agreement between
the Debtor and the proposed real estate broker with regard to the
real property are:

   a. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Brush Mountain G-1,
      APN No. 524-016-007 will be $400,000.00;

   b. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Madden Creek: G-2,
      APN No. p.o. 524-122-001 SW 1/4 will be $250,000.00;

   c. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Madden Creek: G-3,
      APN No. p.o. 524-122-001 SE 1/4 will be $250,000.00;

   d. The sales price of the real property located in the city
      of Willow Creek, county of Humboldt, Madden Creek: G-4,
      APN No. p.o. 524-122-001 NE 1/4 will be $250,000.00;

   e. The sales price of the real property located in the city
      of Redwood Valley, county of Humboldt, Pine Creek: H-2,
      APN No. 522-012-001 will be $320,000.00;

   f. The sales price of the real property located in the city
      of Redwood Valley, county of Humboldt, Pine Creek: H-3,
      APN No. 522-012-002 will be $450,000.00;

   g. The sales price of the of real property located in the
      city of Weitchpec, county of Humboldt, Bald Hills Rd: N,
      APN Nos. 531-011-007 & 531-012-005 will be $240,000.00;

   h. The compensation sought by the proposed real estate broker
      with regard to all of these real properties is equal to 6%
      of the gross sales price; and

   i. Any sale of the property and/or payment of commission is
      subject to approval by the United States Bankruptcy Court.

The Debtor assured the Court that Charlie Tripodi, real estate
agent, and said real estate firm are a "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code.

                          About Vilica, LLC

Santa Cruz, California-based Vilica, LLC, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Calif. Case No. 10-62728) on
Dec. 13, 2010.  Stephen T. Davies, Esq., at Turner Litigation
Services, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $12,757,273 in total assets
and $4,245,843 in total debts at the Petition Date.


VILICA LLC: Court Approves Weaverville as Real Estate Broker
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Vilica LLC to employ Weaverville Realty as real estate
broker.

According to the Troubled Company Reporter on May 24, 2011,
Weaverville Realty will represent the Debtor in the sale of the
Debtor's various parcels of real properties located in Trinity
County, California.  The general terms of the agreement between
the Debtor and the proposed real estate broker with regard to the
real property are:

   a. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Bonanza Mine,
      portion of APN No. 007-170-03 will be $234,000.00;

   b. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Cold Spring
      Mine, APN No. 997-170-01 will be $171,820.00;

   c. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Log Cabin Mine,
      portion of APN No. 007-170-03 will be $187,950.00;

   d. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Red Rock Mine,
      APN No. 007-170-02 will be $224,290.00;

   e. The sales price of the real property located in the
      city of Coffee Creek, county of Trinity, Sunrise Mine,
      portion of APN No. 007-170-03 will be $190,700.00;

   f. The sales price of the real property located in the city
      of Coffee Creek, county of Trinity, portion of APN No.
      007-170-03 will be $199,000.00;

   g. The compensation sought by the proposed real estate broker
       with regard to all of the real properties is equal to 8%
       of the gross sales price; and

   h. Any sale of the property and/or payment of commission is
      subject to approval by the United States Bankruptcy Court.

The Debtor assured the Court that Steve Hanover, real estate
agent, and said real estate firm are a "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code.

                          About Vilica, LLC

Santa Cruz, California-based Vilica, LLC, filed for Chapter 11
bankruptcy protection (Bankr. N.D. Calif. Case No. 10-62728) on
Dec. 13, 2010.  Stephen T. Davies, Esq., at Turner Litigation
Services, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $12,757,273 in total assets
and $4,245,843 in total debts at the Petition Date.


W&K STEEL: Judge Orders Chapter 7 Liquidation
---------------------------------------------
Joe Napsha at Pittsburgh Tribune-Review reports that Bankruptcy
Court Judge Judith Fitzgerald said W&K Steel LLC of Rankin is in
poor condition it should be liquidated rather than continue
operating under bankruptcy protection.

"From everything I see, it does not seem there is a feasible plan
for reorganization," the report quotes Judge Fitzgerald as saying.

According to the report, W&K Steel and its sister company, W&K
Erection LLC, intended to reorganize when it filed a Chapter 11
bankruptcy on May 26, but the companies are "dormant," have no
access to cash and laid off their workers, said attorney Robert
Lampl.  Prior to the bankruptcy, the companies had about 35
employees.

The Company was placed into receivership May 18.  The top secured
creditors are Meridian Group, which serves as the court-appointed
receiver; and Huntington Bank, which had filed an earlier
complaint in the Allegheny County Court of Common Pleas.

Based in Rankin, Pennsylvania, W&K Steel LLC filed for Chapter 11
bankruptcy protection (Bankr. W.D. Penn. Case No. 11-23355) on
May 26, 2011.  Kevin J. McKeon, Esq., at Watt, Tieder, Hoffar &
Fitzgerald LLP, represents the Debtor.  The Debtor estimated
assets of between $500,000 and $1 million, and debts of between $1
million and $10 million.


WAGSTAFF MINNESOTA: Committee Taps Freeborn & Peters as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Wagstaff
Minnesota Inc. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Minnesota for permission to retain
Freeborn & Peters LLP as its counsel.

Among other things, the firm will:

   a) advise the Committee on all legal issues as they arise;

   b) represent and advise the Committee regarding the terms of
      any sales of assets or plans of reorganization or
      liquidation, and assisting the Committee in negotiations
      with the Debtors and other parties;

   c) investigate the Debtors' assets and pre-bankruptcy conduct;

   d) analyze the conduct and the perfection and priority of the
      liens of the Debtors' secured creditors; and

   e) prepare, on behalf of the Committee, all necessary
      pleadings, reports, and other papers.

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

    Richard S. Lauter, Esq.    Partner     $575
    Thomas R. Fawkes, Esq.     Partner     $495
    Michael A. Brandess, Esq.  Associate   $250

    Associates                             $250
    Senior Partners                        $735
    Paraprofessionals                      $205-$250

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

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.

The cases are jointly administered with Wagstaff Minnesota Inc.
(Bankr. Case No. 11-43073).  Bankruptcy Judge Nancy C. Dreher
presides the case.  Fredrikson & Byron, PA, and Peitzman Weg &
Kempinsky LLP represent the Debtor in their restructuring efforts.
The debtors estimated assets and liabilities at $10 million to
$50 million.

Habbo G. Fokkena, the United States Trustee for Region 12,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors of Wagstaff Minnesota Inc and its debtor-
affiliates.


WASHINGTON MUTUAL: Investors Renew Fight For Insider Trading Docs
-----------------------------------------------------------------
Rachel Slajda at Bankruptcy Law360 reports that a group of
Washington Mutual Inc. investors asked a Delaware bankruptcy court
Monday to force four hedge funds to cough up documents related to
allegations that the funds traded on nonpublic information they
gleaned during bankruptcy negotiations.

According to Law360, the investors, known as trust preferred
holders in the bankruptcy, sought to force documents out of the
funds -- Owl Creek Asset Management LP, Appaloosa Management LP,
Centerbridge Partners LP and Aurelius Capital Management LP -- as
part of an on-and-off investigation into insider trading
allegations.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WASHINGTON MUTUAL: Noteholders Group Object to Sixth Amended Plan
-----------------------------------------------------------------
The Washington Mutual, Inc., Noteholders Group, whose members hold
approximately $2 billion of outstanding debt securities issued by
Washington Mutual, Inc., submits a limited objection to the Sixth
Amended Joint Plan of the Debtors.

According to Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, in
Wilmington, Del., the WMI Noteholders submitted a limited
objection in accordance with the Plan's proviso that any
disagreement with the priorities or distributions set forth in the
Debtors' proposed "waterfall" distribution scheme shall be raised
prior to, and decided at, the Confirmation Hearing.

Mr. Schlerf argues that this waterfall distribution scheme fails
to properly account for the contractual subordination arrangements
among the various creditor constituencies in a number of
significant ways.

Under the applicable subordination agreement, holders of Senior
Subordinated Notes are not entitled to receive any distribution
until holders of Senior Notes are paid in full, including payment
of post-petition interest.  The Subordinated Indenture plainly
states that Senior Subordinated Notes may not receive any
distributions of any kind until Senior Notes "have been paid and
satisfied in full."

While the Debtors may argue that the subordination language does
not satisfy the so-called "Rule of Explicitness," Mr. Schlerf says
that doctrine has been struck down as a result of the enactment of
the Bankruptcy Code.  Under the applicable New York principles of
contract interpretation, the term "paid and satisfied in full,"
when viewed in the full context of the indenture, was plainly
intended to include payment of postpetition interest.

                      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.


WCK INC: Files List of Largest Unsecured Creditors
--------------------------------------------------
WCK, Inc., filed with the U.S. Bankruptcy Court for the Central
District of California a list of its largest unsecured creditors,
disclosing:

   Name of Creditor        Nature of Claim     Amount of Claim
   ----------------        ---------------     ---------------

City of Fresno             Occupancy Tax        $500,000
P.O. Box 45017
Fresno, CA 93718

Fresno County              Property Tax         $480,000
2281 Tulare St.
Fresno, CA 93721

EDD                        Payroll Tax          $360,000
P.O. Box. 826880 MIC 83
Sacramento, CA 94280

Service Tec                Machinery             $23,000
                           Maintenance

WCK, Inc., dba Four Points by Sheraton, in Diamond Bar,
California, filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 11-28047) on April 26, 2011.  Judge Peter
Carroll presides over the case.  John Eom, Esq., at Wilshire One
Law Group, serves as bankruptcy counsel.  The Debtor disclosed
$17,260,570 in assets and $17,099,000 in liabilities as of the
Chapter 11 filing.


WESTRIM INC: Die Cuts Purchases Assets & IP Property of Blue Moon
-----------------------------------------------------------------
Nancy Nally at Scrapbook Update reports that Die Cuts With A View
have acquired the assets and intellectual property of the Blue
Moon Beads brand from Westrim, Inc.

According to the report, bankruptcy paperwork filed by Westrim on
April 29 indicates the sale of Blue Moon's assets to DCWV was
already in progress at that time, and that completing the
transaction was necessary to prevent the company filing for a
Chapter 7 bankruptcy.

Scrapbook Update reports that court filings say the Chapter 11
filing was necessary even with the impending sale to create time
for the transaction to occur, and for creating a clear title to
Blue Moon for completing its sale to DCWV.  The company apparently
plans to use the proceeds from the sale of Blue Moon to
essentially liquidate itself out-of-court and reimburse its
creditors and shareholders.

Van Nuys, California-based Westrim, Inc., doing business as
Westrim Crafts, produces products such as beading for costume
jewelry and scrapbooking and album kits that's been sold by
Walmart and Jo-Ann Fabric and Craft Stores.  It filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 11-15313) in San Fernando
Valley, California on April 29, 2011.  Alexis M. McGinness, Esq.,
and David M. Poitras, Esq., at Jeffer Mangels Butler & Mitchell
LLP, in Los Angeles, serve as counsel to the Debtor.  The Debtor
estimated assets of up to $10 million and debts between
$10 million and $50 million as of the Chapter 11 filing.

A case summary for Westrim Inc. is in the May 3, 2011 edition of
the Troubled Company Reporter.


WORLDGATE COMMUNICATIONS: J. Calarco Resigns as Controller & VP
---------------------------------------------------------------
Joseph Calarco tendered his resignation as Controller and Vice
President, Finance of WorldGate Communications, Inc., effective
June 24, 2011.

The Company has continued to reduce its expenses, including
voluntary and involuntary reductions in its workforce, as it
continues to explore strategic alternatives.  Following the
resignation of Mr. Calarco effective on June 24, 2011, the
Company's workforce will have been reduced to 5 employees and one
temporary employee.

                          About WorldGate

Trevose, PA, WorldGate Communications, Inc. (OTC BB: WGAT.OB)
designs and develops innovative digital video phones featuring
high quality, real-time, two-way video.

The Company's balance sheet at March 31, 2011, showed $9.7 million
in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $6.2 million.

As reported in the TCR on April 12, 2011, Marcum LLP, in New York,
expressed substantial doubt about WorldGate Communications'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses from operations, working capital
deficiencies and stockholders' deficit.


Z TRIM HOLDINGS: Inks 3-Year Agreement with Dept. of Agriculture
----------------------------------------------------------------
Z Trim Holdings, Inc., entered into a 3-year agreement with the
United States Department of Agriculture to conduct joint research
for the development of additional products and processes relating
to its current patented products.  "We are thrilled to be working
with the USDA-ARS," said Steve Cohen, Z Trim CEO.  "The USDA-ARS
team brings unparalleled expertise in our field, and with their
help, we expect to find new, commercially viable products that
will enhance our brand and further grow our business."

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$7.77 million in total assets, $19.12 million in total
liabilities, $783,259 in total commitments and contingencies, and
a $12.13 million total stockholders' deficit.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.

The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year.  As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.

The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound.  Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.

Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations.  If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.


ZOEY ESTATES: Files List of Largest Unsecured Creditors
-------------------------------------------------------
Zoey Estates, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a list of its largest unsecured
creditors, disclosing:

   Name of Creditor                     Amount of Claim
   ----------------                     ---------------

Lake Valhalla Estates, LLC                 $1,181,620
118 N. Clinton St., No. LL366
Chicago, IL 60661

PRM Realty Group, LLC                        $233,697

M-3, LLC                                      $64,000

Chicago, Illinois-based Zoey Estates, LLC, c/o PRM Realty Group,
LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-33116) on May 5, 2011.  John Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., serves as bankruptcy counsel.  The
Debtor listed $2,400,000 in assets and $34,281,581 in liabilities
as of the Chapter 11 filing.


* Court Decision Maintains Limits on Specialty Court Authority
--------------------------------------------------------------
The Washington Legal Foundation applauds the U.S. Supreme Court's
recent ruling in the case, Stern v. Marshall (previously Marshall
vs. Marshall).  The opinion, which clarifies the constitutional
intent to limit the authority of specialty bankruptcy courts, will
serve to curtail plaintiffs from unnecessarily exploiting the
legal system through forum shopping.  Richard Samp, Chief Counsel,
Litigation Division, Washington Legal Foundation.  Washington
Legal Foundation is available to the media to discuss the
implications of this case.

A copy of the amicus brief filed by the Washington Legal
Foundation in support of the Respondent, the Marshall estate, is
available for review.

If you would like more detail on the Washington Legal Foundation's
position on this opinion, please contact Richard Samp to schedule
an interview.


* 10th Circuit Sides With 9th on Supreme Court Question
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that on an issue to be decided next year by the U.S.
Supreme Court, the U.S. Court of Appeals in Denver lined up with
the federal appeals court in San Francisco.  The 10th Circuit in
Denver ruled on June 21 that sales of property by a family farmer
during a Chapter 12 case result in priority gains taxes that must
be paid in full as a condition to confirming a reorganization
plan.  The U.S. Court of Appeals in St. Louis ruled the other way,
concluding that tax liabilities from a post-petition sale give
rise to general unsecured claims.  The case is U.S. v. Dawes (In
re Dawes), 09-3129, U.S. 10th Circuit Court of Appeals (Denver).


* JPMorgan, RBS Units Sued Over $800M in Risky MBS
--------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that U.S. regulators sued
JPMorgan Chase & Co. and Royal Bank of Scotland PLC units in
Kansas on Monday, seeking to recover more than $800 million that
the banks generated by selling risky mortgage-backed securities to
now-failed credit unions.

Law360 relates that the National Credit Union Administration filed
separate complaints against J.P. Morgan Securities LLC and RBS
Securities Inc., accusing both of misrepresenting their
residential mortgage-backed securities as safe, when in fact they
were dicey investments dependent on loans that "were all but
certain to become delinquent or default shortly."


* State to Take Charge of Turning Around Detroit's Worst Schools
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the worst-performing public
schools in Detroit will be removed from the city's school system
and run by a new state authority charged with turning them around
within five years.


* Bridgewater Associates Launches Largest New Hedge Fund
--------------------------------------------------------
Chapter11Cases.com reports that Bridgewater Associates, the
world's biggest hedge fund, just got bigger with the launch of one
of the largest new funds.


* Kramer Levin Named Law Firm of the Year by ACG/M&A Advisor
------------------------------------------------------------
Kramer Levin Naftalis & Frankel was named Law Firm of the Year at
the Association for Corporate Growth's Champion's Awards Gala on
Monday at Sotheby's New York.  The awards honor outstanding
achievements in the middle market M&A industry in the New York
Region.

The awards are a collaboration of The M&A Advisor and ACG, an
association in New York City representing 900 middle market deal-
making professionals.  An independent body of experts, who
represent a cross-section of the middle market industry, picked
the winners in 25 categories from a broad field of nominees.

Kramer Levin's Mergers and Acquisitions Practice represents buyers
and sellers from all over the world with a particular focus on the
middle market.  The firm's current M&A transaction mix includes
strategic, distressed and private equity deals.  The group was
also recently recognized by Legal 500 U.S. 2011, which ranked
Kramer Levin in the top tier for middle market mergers,
acquisitions and buyouts.

Recent notable representations for the firm include the
representation of RiskMetrics Group in its acquisition by MSCI;
advising Genco Shipping & Trading in its acquisition of assets of
Bourbon-Setaf; the representation of Stone Point Capital in its
formation of NXT Capital; the representation of Alloy -
originators of Gossip Girl and The Vampire Diaries - in its
acquisition by an investor group led by Zelnick Media; the
representation of Perella Weinberg Partners in its acquisition of
AIG Rail Services; and M&A transactional work related to the
representation of the Official Unsecured Creditors Committee in
the Chrysler bankruptcy.

Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com
-- is a premier, full-service law firm with offices in New York
and Paris.  Firm lawyers are leading practitioners in their
respective fields, who understand their clients' businesses,
demonstrate a strong focus on client service and offer innovative
and practical solutions.  The firm represents Global 1000 and
emerging growth companies, institutions and individuals, across a
broad range of industries.


* BOOK REVIEW: Courts and Doctors
---------------------------------
Author: Lloyd Paul Stryker
Publisher: Beard Books
Softcover: 261 pages
Price: $34.95
Review by Henry Berry

Beginning in the 1930s, medical malpractice lawsuits in New York
State began climbing.  In 1930, there were 256 lawsuits more than
there were the year before, a rise of thirty-three percent.  This
equated to one lawsuit for every 22 members of the 12,500 members
of the Medical Society of the State of New York.  During these
years, Lloyd Stryker, as the Medical Society's general counsel,
was responsible for advising its members on how to defend
themselves against medical malpractice lawsuits.  He also acted as
the lead counsel for many physician members caught up in the
rising tide of lawsuits.

Courts and Doctors was written by the author for the Society's
members as he approached retirement.  The Society asked Stryker to
make his accumulated knowledge, experience, and observations on
courtroom procedures in medical malpractice lawsuits available to
educate present and future members.  His work then found a much
wider audience when it was published by Macmillan in 1932.
The basics of a medical malpractice suit have not changed much
since that time.  Thus, Stryker's work is still relevant in
explaining how a medical malpractice case is handled by the
judicial system.  Courts and Doctors also offers an appendix of
legal cases and indexes with innumerable legal references.  These
cases and references remain instructive and relevant too.
Stryker wrote Courts and Doctors with the intention that "the
medical profession may come to a better understanding of the
courts and of the problems with which judges wrestle."  However,
the author also hoped that judges would read his book and develop
"an even greater sympathy and understanding [of] the difficulties
of the doctor" when engaging in his or her profession.  New York
State's definition of a doctor offers an explanation of why
medical malpractice cases are frequently brought against doctors.
The definition -- seven lines long -- reads, in part, "A person
practices medicine . . . who holds himself out as being able to
diagnose, treat, operate or prescribe for any human disease, pain,
injury . . . who shall either offer or undertake by any means or
method to diagnose, treat . . . for any human disease. . . or
physical condition."  Every state has a similarly broad definition
that exposes a doctor to liability on many fronts.  The author
further notes that physicians perform their services under
conditions determined to a large extent by the state.  In New York
State, "[t]he doctor is . . . a quasi public servant in that he is
licensed to practice; and . . . the State exercises certain
privileges and determines in a large measure the conditions under
which the physician shall practice."

Although medical law has remained largely unchanged, the prospect
of a malpractice lawsuit is higher than ever.  At the time of this
book's writing, doctors were subject to a modest number of laws
that prohibited the use of narcotics in the practice of medicine.
Today's doctors are subject to infinitely more laws and extensive
regulatory oversight governing the dispensation of medications and
other treatments.  Also, most physicians practicing today have
more staff under their supervision.  This, too, raises the stakes
for those who choose to practice medicine.

Physicians looking to navigate their way through today's legal
minefields will find Stryker's book to be an excellent guide.  The
author offers 11 precautionary measures doctors can follow to
minimize the possibility of a malpractice lawsuit and improve
considerably their chances of successfully countering a lawsuit if
one should be brought against them.  Stryker advises giving
realistic thought to becoming involved with certain medical
conditions or treatments in the first place.  For example, he
tells doctors to "inquire honestly of yourself whether you are in
fact competent to treat or operate for the particular malady which
confronts you."  All recommendations of surgery should be fully
justified.  Stryker also recommends standard "instruments and
appliances," careful record keeping, and keeping up with the
latest developments in the medical field.

An introductory chapter and brief recounting of preventive
measures is followed with a thorough examination of the basic
elements of a medical malpractice case.  These include elements
found with any civil legal action and also those particular to
malpractice cases.  Among the former are the statute of
limitations, the grounds of the case, and standards of proof.
Elements central to a medical malpractice case are expert
testimony, standard of care the doctor is said by the plaintiff to
have departed from, and the use of medical texts.  Aside from
exceptional circumstances, which are noted by the author, a
plaintiff cannot recover damages in a malpractice lawsuit without
the aid of expert testimony. Stryker devotes an entire chapter to
this crucial aspect of medical malpractice law.  Decisions in
medical malpractice cases often hinge on how receptive a judge or
jury is to testimony of expert witnesses.  Lay persons rarely have
the requisite medical knowledge to make informed decisions in
these often complex cases. Thus, the witnesses in the case,
whether those of the plaintiff or the defendant, have a large
bearing on which side prevails.

Courts and Doctors offers a useful and relevant study of medical
malpractice law, leaving the reader with a good grounding in the
complex legal issues of this subject.

In the 1920s and 1930s, Lloyd Paul Stryker was general counsel of
the Medical Society of the State of New York, one of the nation's
leading medical organizations.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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