TCR_Public/110628.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, June 28, 2011, Vol. 15, No. 177

                            Headlines

1102 NORTH: Case Summary & Largest Unsecured Creditor
146 WYCKOFF: Voluntary Chapter 11 Case Summary
1488 BUSHWICK: Voluntary Chapter 11 Case Summary
390 EAST: Case Summary & 2 Largest Unsecured Creditors
3900 BISCAYNE: Proposes Meland Russin as Attorneys

3900 BISCAYNE: Applies for Goldstein Schecter as Accountant
5TH AVENUE: Court OKs $49-Mil. Sale of All Assets to KHP Hotel
ABE ALIZADEH: Four Add'l Real Estate Entities in Chapter 11
ACCENTIA BIOPHARMA: Revimmune Granted Orphan Drug Status by FDA
ACTIVANT SOLUTIONS: S&P Withdraws 'B' Corporate Credit Rating

AE BIOFUELS: Unit Amends Note Purchase Agreement with Third Eye
ALLIED IRISH: Appoints Bernard Byrne as Executive Director
AMCORE FINANCIAL: Plan of Liquidation Declared Effective
AMR CORP: Updates Full Year 2011 Guidance
AMT LLC: Files Schedules of Assets and Liabilities

ANGEL ACQUISITION: CEO Bonenberger Resigns; "Inventor" Takes Over
APEX DIGITAL: Wants More Time to Discuss "Potential Terms of Plan"
APEX REALTY: Schiff, Daimler Plan Mixed-Use Tower
ART COLLECTION: Used as 'Pawn' by Co-Debtors, Says U.S. Trustee
ARTHUR BRASWELL: Case Summary & 17 Largest Unsecured Creditors

BANK OF AMERICA: Involuntary Chapter 11 Case Dismissed
BANK OF NEW ENGLAND: 1st Circ. Nixes HSBC Bid for $100M Interest
BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares
BARBETTA LLC: Wants Court to OK Member-Manager Charles Hester
BLACK DIAMOND: Trust Suit v. Former CEO Goes Back to State Court

BLUEGREEN CORP: Suspending Filing of Reports with SEC
BLUEKNIGHT ENERGY: Files Form S-3; To Offer $400MM Securities
BOWE BELL: Versa Capital Completes Purchase of Assets
BRIGHAM EXPLORATION: Seven Directors Elected at Annual Meeting
CAMP COOLEY: Court Extends Use of Cash Collateral Until Aug. 31

CARRIAGE HOUSE: Subcontractors' Suit Goes Back to State Court
CANBERRA HOLDINGS: S&P Withdraws Preliminary 'B' CCR
CENTURA LAND: Court Approves Quilling Selander as General Counsel
CENTURION PROPERTIES: Wants Access to GECC Cash Until Sept. 30
CHIQUITA BRANDS: Commences Refinancing of 8 7/8% Senior Notes

CHRISTIAN BROTHERS: Taps Broker for Rice High School Property
CIT GROUP: Sues Tyco Over $794 Million Tax Benefits Dispute
CLAIM JUMPER: Court to Consider More Plan Exclusivity on Aug. 3
COATES INT'L: Says Black Swan in Breach of Commitment Letter
COMPOSITE TECHNOLOGY: Cash Use Requires Sale Motion Next Month

COUNTRYVIEW MHC: Plan Exclusivity Expires July 29
COYOTES HOCKEY: Glendale, NHL in Talks With 3 Possible Buyers
CROWN MEDIA: Fourteen Directors Elected at Annual Meeting
DAIRY PRODUCTION: Has Until Aug. 25 to Use Cash Collateral
DESERT HOT: S&P Lowers Rating on Tax Allocation Bonds to 'B'

DOLE FOOD: Moody's Says 'Ba2' Rating Not Affected by Recall
DOWNSTREAM DEVELOPMENT: S&P Raises Issuer Credit Rating to 'B'
DRYSHIPS INC: Ocean Rig to Construct 7th Generation Drillship
DSI HOLDINGS: DEB Shops Wants Quick Sale in Chapter 11
DSI HOLDINGS: Case Summary & 30 Largest Unsecured Creditors

DUKE AND KING: Files Liquidating Plan and Disclosure Statement
EAST BAY: Chapter 11 Reorganization Case Dismissed
EAST COAST: Can Continue Using Cash Collateral Until July 19
ECOPETROL SA: Fitch Upgrades Issuer Default Ratings From 'BB+'
EL PRESIDIO: Case Summary & 18 Largest Unsecured Creditors

EMPIRE RESORTS: Announces Term Sheet with EPR and MSEG LLC
FGIC CORPORATION: Wants Plan Filing Period Extended to Oct. 1
FIRST WIND: S&P Assigns 'B-' Long-Term Issuer Credit Rating
FLETCHER GRANITE: Court OKs Request of Add'l Work for Yoshida
FRE REAL ESTATE: U.S. Trustee Wants Case Dismissed or Converted

FRONTIER COMMUNICATIONS: Fitch Ratings Affirms IDR at 'BB+'
FUSION TELECOMMUNICATIONS: Borrows $22,000 from Marvin Rosen
GABLES INC: N.J. Superior Court Reverses Ruling in Labor Case
GENERAL MOTORS: Old, New GMs to Pay $7.4M to Mercury Program
GENTA INC: Has 201.34 Million Outstanding Common Shares

GIORDANO'S ENTERPRISES: Trustee Seeks to Bar Marshall Home
GLATFELTER CO: S&P Keeps 'BB+' Corporate Credit Rating
GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
GRAYMARK HEALTHCARE: Austin Marxe Discloses 24.6% Equity Stake
GREAT ATLANTIC: Amends FY 2010 Report to Include Part III Info

GREEN MOUNTAIN: S&P Affirms Corporate Credit Rating at 'B+'
GREYSTONE PHARMA: Trustee Taps Butler Snow as Attorney
HAMILTON BEACH: S&P Withdraws 'B+' Corporate Credit Rating
HARRINGTON WEST: Amends Proposed Chapter 11 Plan of Liquidation
HARRY & DAVID: Files Second Amended Joint Chapter 11 Plan

HATI LEISURE: Case Summary & 10 Largest Unsecured Creditors
HAWAII PACIFIC: Case Summary & 20 Largest Unsecured Creditors
HAWAIIAN TELCOM: S&P Assigns Preliminary 'B-' Corporate Rating
HEIGHTS MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
HOLLISTER TOWN: Case Summary & Largest Unsecured Creditor

HOWREY LLP: Court Allows Firm to Shed Leases in Former US Offices
HOWREY LLP: U.S. Trustee Forms Creditors' Committee
HSRE-CDS I: Court Approves BBK Ltd. as Financial Advisor
H.T. PUEBLO: Case Summary & 12 Largest Unsecured Creditors
HUBBARD PROPERTIES: Hires Bacon & Bacon for Lease Issues

HUBBARD PROPERTIES: Taps Claims Strategies as Claim Consultant
INCREDIBLE DAVE'S: Restaurant Owes $551,000 to Robert Mattingly
INITECH RESTORATION: Marshall Defends Chapter 7 Settlement
INNKEEPERS USA: Wins Judge Interim OK for Chapter 11 Plans
INTEGRA BANK: Suspending Filing of Plan Reports with SEC

INTEGRATED HEALTHCARE: Reports $20.56-Mil. Profit in Fiscal 2011
ISAACSON STRUCTURAL: Case Summary & 20 Largest Unsecured Creditors
JER INVESTORS: Continues to Pay Outstanding Payment Defaults
JOHN STEVEN: Five Points & Sam's Kid Restaurants in Chapter 11
JOHNSON RUBBER: District Court Won't Withdraw Reference in Suit

J.S.P. INVESTMENTS: Voluntary Chapter 11 Case Summary
KB TOYS: Court Denies Prentice Bid to Dismiss Workers' WARN Action
K-V PHARMACEUTICAL: Annual Meeting of Stockholders on Sept. 8
KIEBLER RECREATION: Court Appoints Simon David as Trustee
LAS VEGAS MONORAIL: Disclosure Statement Hearing Set for June 29

LAS VEGAS RAILWAY: Incurs $1.79 Million Net Loss in Fiscal 2011
LAS VEGAS SANDS: Moody's Affirms Ba3 CFR; Outlook Positive
LEAR CORP: S&P Lowers Ratings on Senior Unsecured Notes to 'BB'
LEE'S FAMOUS: Case Summary & 20 Largest Unsecured Creditors
LEHR CONSTRUCTION: Court Extends Lease Decision Period to June 27

LENNAR CORP: Fitch Affirms IDR at 'BB+'; Outlook Stable
LENNY DYKSTRA: Judge Rejects Bid to Lower Bail in Fraud Case
LENOX CONDOMINIUM: Plan Confirmation Hearing Reset Until Thursday
LIBERTY ELECTRIC: Moody's Downgrades Credit Facility Rating to B1
LOCAL TV: Moody's Affirms 'Caa1' CFR; Outlook Positive

LOS ANGELES DODGERS: Files Ch. 11 to Pursue $3-Bil. Cable TV Deal
LOS ANGELES DODGERS: Case Summary & 40 Largest Unsecured Creditors
LPATH INC: Five Directors Elected at Annual Meeting
LV KAPOLEI: Plan Seeks Loan Extension; Members to Provide Funding
M & B INVESTMENT: Case Summary & 20 Largest Unsecured Creditors

MAJESTIC CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel
MCINTOSH BANCSHARES: Sold Unit to Bank Prior to Receivership
MEM INVESTMENTS: Plan Documents Have Inconsistencies
MEM INVESTMENTS: CB 2010's Plan Documents Have Deficiencies
MERIT GROUP: Court Approves McNair Law as Bankruptcy Counsel

MERIT GROUP: Court Approves Cole Schotz as Committee's Counsel
MERIT GROUP: Court Approves J.H. Cohn as Panel's Financial Advisor
MERIT GROUP: Has Final Approval for $55-Mil. of DIP Financing
METHODIST HOSPITAL: Moody's Places Ba3 Bond Rating on Watchlist
MIDDLESEX COUNTY: Moody's Maintains B3 Rating on Sr. Revenue Bond

MP-TECH AMERICA: Taps Finley Colmer as Financial Advisor
NEBRASKA BOOK: Files for Chapter 11 to Restructure $450-Mil. Debt
NEBRASKA BOOK: Summary and Outline of $200MM JPMorgan DIP Facility
NEBRASKA BOOK: Case Summary & List of 30 Largest Unsec. Creditors
NET TALK.COM: Amends Terms of Series A Preferred Stock

NORTEL NETWORKS: Apple, Intel Bidding in Google-Led Auction
NORTEL NETWORKS: Court Orders Appointment of Retiree Committee
NORTEL NETWORKS: Court OKs Disabled Individuals Committee
NORTH BAY: CW Capital Wants Reorganization Case Dismissed
NORTH BAY: Court Denies Request to Hire Grand Bay as Leasing Agent

NOVASTAR FINANCIAL: All Proposals Approved at Annual Meeting
OHM JAYRAM: Case Summary & 20 Largest Unsecured Creditors
ORCHARD SUPPLY: S&P Lowers CCR to 'B-'; Outlook Negative
OXFORD HOUSE: Case Summary & 20 Largest Unsecured Creditors
PALOMAR HANGAR: Voluntary Chapter 11 Case Summary

PARK FOREST: Case Summary & 7 Largest Unsecured Creditors
PHILLIPS RENTAL: Court Approves Wayne Turbyfield as Accountant
PLATINUM ENERGY: Extends Pacific Tender Offer to July 8
POOLER PARKWAY: Voluntary Chapter 11 Case Summary
QSGI INC: Announces June 17 Closing of Share Exchange Agreement

QR PROPERTIES: Amends Plan Disclosures Ahead of Thursday's Hearing
QR PROPERTIES: Webster Bank Sees Adequate Protection Payments
QUALITY DISTRIBUTION: Moody's Upgrades CFR to B3; Outlook Stable
RANCHO HOUSING: Files Schedules of Assets and Liabilities
RCLC INC: Court Approves Wilson Elser as Environmental Counsel

REAL MEX: S&P Cuts Corp. Credit Rating to 'CCC; Outlook Negative
REALTY EXECUTIVES: Files Chapter 11 Plan of Reorganization
RED MOUNTAIN: Fitch Affirms 'D' Rating on Class G Certificates
REID PARK: Files Amended List of Largest Unsecured Creditors
RELIANCE GROUP: Trust May Bring Bondholder Claims v. Deloitte

RITE AID: Ten Directors Elected at Annual Meeting
RMM, L.L.C.: Case Summary & 6 Largest Unsecured Creditors
ROBERT BLECHMAN: District Court Rules in Government's Lawsuit
ROUND TABLE: Lenders Call for Examiner in Fight Over Restructuring
ROUND TABLE: Hires Hinman & Carmichael to Assist in Beverage Law

ROUND TABLE: Hires Johanson Berenson as ESOP Trustee Counsel
ROUND TABLE: Hires Littler Mendelson as Employment Law Adviser
SATELITES MEXICANOS: Rene Salazar Appointed Interim CFO
SEASON'S AT BIRDNEK: Voluntary Chapter 11 Case Summary
SEDONA DEVELOPMENT: Amends Plan Disclosures to Address Objections

SEMGROUP LP: Former CEO Asks Court to Toss Fraud Suit
SHELBRAN INVESTMENTS: Case Could be Dismissed or Converted Today
SIDDHI-VINAYAK: Case Summary & 15 Largest Unsecured Creditors
SOUTH OF THE STADIUM: Sec. 341 Creditors' Meeting on July 6
STELLAR GT: Georgian to Be Sold or Have Debt Restructured

STELLAR GT: Case Summary & Largest Unsecured Creditor
STEPHEN NEIDLINGER: Case Summary & 20 Largest Unsecured Creditors
SYNTERRA 3020: Can Access Cash Collateral Until June 30
T&R INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
TALON THERAPEUTICS: James Flynn Discloses 35.27% Equity Stake

TALON INTERNATIONAL: Files Form S-8; Registers 13.86MM Shares
TAPATIO SPRINGS: U.S. Trustee Wants Chapter 11 Case Dismissed
THORNBURG MORTGAGE: Targets BofA Over Bad Countrywide Loans
TITAN ENERGY: Units Enter Into Factoring Pacts with Harborcove
TP INC: Trustee Taps Century 21 & Treasure Realty as Managers

TP INC: Trustee Wants to Sell Property for $365,000
TP INC: Court Approves Shipman & Wright as Special Counsel
TRI-STAR ESTATES: Disclosure Failure Cues Case Dismissal Plea
TROPICANA PARTNERS: List of 20 Largest Unsecured Creditors
TROPICANA PARTNERS: Court Approves Terry V. Leavitt as Counsel

TROPICANA PARTNERS: Files Schedules of Assets and Liabilities
TSO INC: Seeks to Auction Doswell Truck Stop Property
USG CORP: Contributes 2.08 Million Common Shares to Trust
UTSTARCOM INC: Common Stock Delisted from NASDAQ
VFF TIC: Case Summary & Largest Unsecured Creditor

VITRO SAB: VVP Holdings Files Schedules of Assets and Debts
VITRO SAB: Creditors Committee Hires Akin Gump as Counsel
WASHINGTON MUTUAL: Insurer Suit Over JPMorgan's WaMu Deal Revived
WASHINGTON MUTUAL: Jurgen Schmidt Objects to Confirmation of Plan
WASHINGTON MUTUAL: Court OKs Objection Deadline Extension

WEST VIEW: Agrees With Lender on Expedited Case Dismissal
WITTENBERG UNIVERSITY: Moody's Downgrades Long-Term Rating to Ba1
WOLVERINE TUBE: Files Amendments to Form T-3 Application
ZOEY ESTATES: Taps McGuire Craddock as Attorneys

* Marlene Moffitt Returns to Allen Matkins as Associate
* Mark Dawkins Joins Bingham's Litigation Team in London

* Large Companies With Insolvent Balance Sheets


                            *********


1102 NORTH: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: 1102 North Highway 190 LLC
        855 Walker Street
        New Orleans, LA 70124

Bankruptcy Case No.: 11-12021

Chapter 11 Petition Date: June 22, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Keith M. Couture, Esq.
                  COUTURE AND LEVESQUE, LLC
                  337 Highway 21, Unit D
                  Madisonville, LA 70447
                  Tel: (985) 674-4428
                  Fax: (985) 674-4462
                  E-mail: keithcouture@bellsouth.net

Scheduled Assets: $3,075,000

Scheduled Debts: $2,887,750

The petition was signed by Gerard Bourgeois, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Southeast Investments LLC          Bank Loan            $2,100,000
501 J. F. Smith Avenue
Slidell, LA 70460


146 WYCKOFF: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 146 Wyckoff Avenue LLC
        26 Crescent Cove Drive
        Seaford, NY 11783

Bankruptcy Case No.: 11-45331

Chapter 11 Petition Date: June 22, 2011

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

Judge: Jerome Feller

Debtor's Counsel: Christopher S. Cardillo, Esq.
                  C. CARDILLO, P.C.
                  P.O. Box 2498
                  New York, NY 10008
                  Tel: (347) 309-0000
                  Fax: (347) 438-3015
                  E-mail: CCardillo@CCardillo.com

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

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

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

The petition was signed by Dr. Errol P. Thompson, managing member.


1488 BUSHWICK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 1488 Bushwick LLC
        c/o Richard Tanenbaum
        224 Franklin Avenue, Room B4
        Hewlett, NY 11557
        Tel: (347) 291-1776

Bankruptcy Case No.: 11-45296

Chapter 11 Petition Date: June 21, 2011

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Richard Tanenbaum, Esq.
                  44 Court Street, Suite 917
                  Brooklyn, NY 11201
                  Tel: (347) 291-1776
                  Fax: (866) 413-9205
                  E-mail: nybankruptcy@gmail.com

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

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

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

The petition was signed by Solomon Steinlauf.


390 EAST: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 390 East 8th Street Housing Development Fund Corporation
        390 East 8th Street
        New York, NY 10009

Bankruptcy Case No.: 11-12990

Chapter 11 Petition Date: June 22, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Neal M. Rosenbloom, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6923
                  Fax: (212) 422-6836
                  E-mail: NRosenbloom@gwfglaw.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-12990.pdf

The petition was signed by Hyder Bin Jameel, president.


3900 BISCAYNE: Proposes Meland Russin as Attorneys
--------------------------------------------------
3900 Biscayne, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Peter D.
Russin, Esq. and the law firm Meland Russin & Budwick, P.A. to
represent the company in its Chapter 11 case.

The firm can be reached at:

         Peter D. Russin, Esq.
         MELAND RUSSIN & BUDWICK, P.A.
         200 South Biscayne Boulevard
         Suite 3000, Miami
         Florida 33131

Upon retention, the attorney, will among other things:

    a) advise the Debtor with respect to its powers and duties
       as debtor-in-possession and the continued management of the
       Debtor's business operations;

    b) advise the Debtor with respect to its responsibilities
       in complying with U.S. Trustee's operating guidelines and
       reporting requirements and with the rules of the Court;

    c) prepare motions, pleadings, orders, applications, adversary
       proceedings, and other legal documents necessary in the
       administration of the case.

On May 10, 2011, MRB received from the Debtor a Chapter 11
bankruptcy fee retainer of $275,000 and a Chapter 11 bankruptcy
cost retainer of $25,000.  From that retainer, prepetition fees of
$17,592 and prepetition costs (including the Chapter 11 filing
fee) of $1,970 were paid, leaving a fee retainer balance of
$257,407.

3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-22948) on May 12, 2011, in Miami, Florida.  Judge A.
Jay Cristol presides over the case.  The Debtor disclosed
$14,857,484 in total assets and $13,691,533 in total liabilities
as of the Chapter 11 filing.


3900 BISCAYNE: Applies for Goldstein Schecter as Accountant
-----------------------------------------------------------
3900 Biscayne, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Sanford D.
Horwitz and the accounting firm of Goldstein Schecter Koch as its
accountant.

Upon retention, the accountant, among other things:

   a) review the Debtor's records for asset analysis and
      recovery;

   b) perform a preference and fraudulent avoidance analysis; and

   c) to assist the Debtor in all tax matters.

The accountant's rates are:

         Personnel                       Rate
         ---------                       ----
      Stanford D. Horwitz, CPA           $395
      Jeff Weiss, Taxz Partner           $375
      Larry Elmer, Compliance Partner    $360
      Liani Lopez, Senir Accountant      $125

                    About 3900 Biscayne, LLC

3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-22948) on May 12, 2011, in Miami, Florida.  Judge A.
Jay Cristol presides over the case.  Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, Florida, represents the
Debtor in its Chapter 11 effort.  The Debtor disclosed $14,857,484
in total assets and $13,691,533 in total liabilities as of the
Chapter 11 filing.


5TH AVENUE: Court OKs $49-Mil. Sale of All Assets to KHP Hotel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized 5th Avenue Partners LLC to sell substantially all of
its assets of the estate to KHP Hotel Holding, LLC, or its
designee for $49 million.

At the May 23, auction, in consultation with the Creditors'
Committee and WestLB AG New York Branch, the Debtor selected the
purchaser as the successful bidder.

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, assists the Company in its restructuring effort.
Blitz Lee & Company serves as its accountant.  The Company
estimated assets at $10 million to $50 million and debts at $50
million to $100 million.  The Official Committee of Unsecured
Creditors tapped Baker & McKenzie LLP as counsel.


ABE ALIZADEH: Four Add'l Real Estate Entities in Chapter 11
-----------------------------------------------------------
Rick Daysog at the Sacramento Bee reports that four of Abe
Alizadeh's real estate companies with debts of more than
$66 million recently filed for Chapter 11 bankruptcy
reorganization.

As reported last week in the Troubled Company Reporter, the four
related entities that filed for bankruptcy on June 20, 2011 are:
Kobra EFS (Bankr. C.D. Calif. Case No. 11-35250); Fairway Commons
II, LLC (Case No. 11-35255); Eureka Ridge, LLC (Case No. 11-35256)
and Stoneview Office, LLC (Case No. 11-35257).

According to the Sacramento Bee, the newly filed entities are the
developers of several shopping centers and an office complex in
Roseville, including the Fairway Commons II Shopping Center,
Eureka Ridge Plaza and the Stoneview Plaza office complex.  The
real estate companies join Mr. Alizadeh's restaurant businesses,
which were placed under bankruptcy protection in 2008 and 2009.

"He has struggled long and hard to keep the properties fully
occupied," the report quotes Malcolm Segal, an attorney for
Mr. Alizadeh, as saying.  "But the economy hasn't gotten to the
point where a business like his can survive."

Filings with the federal Bankruptcy Court in Sacramento list Wells
Fargo Bank as the largest creditor, with more than $50 million in
loans, followed by Mechanics Bank, which is owed $15 million.

The Sacramento Bee notes the bankruptcy filings come as the state
attorney general's office filed criminal charges against the
developer in January, alleging that he failed to pay more than
$7 million in state sales and payroll taxes.  Mr. Alizadeh pleaded
not guilty, but his attorney Segal said the developer hopes to
resolve the criminal case by repaying the state.

According to court filings, affiliated entities of Kobra EFS, et
al., that have previously sought Chapter 11 protection are:

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


ACCENTIA BIOPHARMA: Revimmune Granted Orphan Drug Status by FDA
---------------------------------------------------------------
Accentia Biopharmaceuticals, Inc. announced Thursday that the U.S.
Food and Drug Administration has granted Orphan Drug Designation
to Revimmune, the Company's proprietary system-of-care based on
high-dose administration of Cytoxan (cyclophosphamide), for the
treatment of two autoimmune disease indications, systemic
sclerosis and autoimmune hemolytic anemia.  Based on an exclusive
world-wide license from Johns Hopkins University and a strategic
agreement with Baxter Corporation, Accentia intends to conduct
multiple clinical trials evaluating Revimmune therapy for the
treatment of a range of autoimmune diseases including multiple
sclerosis.

With FDA Orphan Drug Status, Accentia gains seven years of market
exclusivity for Revimmune for systemic sclerosis and autoimmune
hemolytic anemia upon its approval by the FDA thereby offering
competitive protection from similar drugs of the same class.
Orphan Drug Status also provides Accentia with eligibility to
receive potential tax credit benefits, potential grant funding for
research and development and significantly reduces the requisite
filing fees for marketing applications.

Accentia's Chief Scientific Officer, Dr. Carlos Santos, Ph.D.,
commented, "There is an urgent unmet medical need for new
treatments for systemic sclerosis and autoimmune hemolytic anemia,
as nearly 100,000 patients in the U.S. alone are living with one
of these highly debilitating and often deadly autoimmune diseases.
Current treatment options, especially in severe cases, are limited
with some patients left with no choice but to endure high-risk
treatment approaches. However, preliminary open label studies
conducted by physicians at Johns Hopkins University have shown
that Revimmune therapy is capable of 'rebooting' the immune system
by eliminating the circulating cells perpetuating the autoimmunity
for patients suffering from either systemic sclerosis or
autoimmune hemolytic anemia.  Studies published by Johns Hopkins
researchers have shown that the majority of those patients treated
with Revimmune therapy achieved meaningful clinical benefit and in
some cases even underwent complete remissions."

As reported in the TCR on June 17, 2011, Accentia announced that
the Company had entered into a definitive financing agreement for
$4 million to support the development of Revimmune(R).  ROTH
Capital Partners, LLC acted as the exclusive placement agent to
Accentia on the transaction.

Accentia and its majority-owned subsidiary, Biovest International,
Inc., announced Friday that the companies will be presenting and
exhibiting at the upcoming Biotechnology Industry Organization
(BIO) International Conference to be held in Washington, D.C.,
June 27th - 30th.

Dr. Carlos F. Santos will present as part of the personalized
medicines session (BIO Session #261), titled, "Addressing the
Major Medical Challenges of Today with Personalized Medicine:
Cancer, Diabetes and Brain Injury".  The event is scheduled for
Tuesday, June 28th at 10:00 a.m. EDT in Room 150B of the
Washington D.C. Convention Center.

For more information on the BIO personalized medicine session (BIO
Session #261), please visit:

      http://www.eflorida.com/myeflorida/bio2011/index.html

Dr. Santos will discuss BiovaxID(R), Biovest's late-stage,
autologous, active immunotherapy (personalized cancer vaccine) for
the treatment of non-Hodgkin's lymphoma.  The BiovaxID Phase III
clinical trial results were published in this month's edition of
the peer-reviewed journal, Journal of Clinical Oncology (JCO),
official journal of the American Society of Clinical Oncology
(ASCO).

               About Accentia BioPharmaceuticals

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

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

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

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

The Company reported a net loss of $8.5 million on $4.4 million of
net sales for the six months ended March 31, 2011, compared with a
net loss of $49.4 million on $5.8 million of net sales for the six
months ended March 31, 2010.

The Company's balance sheet at March 31, 2011, showed $7.5 million
in total assets, $94.2 million in total liabilities, and a
stockholders' deficit of $86.7 million.  At March 31, 2011, the
Company had an accumulated deficit of $328.5 million and a working
capital deficit of $31.9 million.  Cash and cash equivalents at
March 31, 2011, was $2.5 million of which $2.3 million was
attributable to Biovest.

                         *     *     *

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


ACTIVANT SOLUTIONS: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services withdrew all ratings, including
its 'B' corporate credit rating, on Livermore-Calif. based
enterprise resource planning software provider Activant Solutions.

Activant was acquired by Apax Partners and was combined with
Epicor Software Corp. "We assigned a 'B' corporate credit rating
and negative outlook to the newly combined company, named Epicor
Software Corp., on May 4, 2011. As a result of the combination,
all outstanding debt of Activant was repaid in full," S&P added.


AE BIOFUELS: Unit Amends Note Purchase Agreement with Third Eye
---------------------------------------------------------------
AE Advanced Fuels Keyes, Inc., a subsidiary of AE Biofuels, Inc.
entered into Amendment No. 2 to the Note Purchase Agreement with
Third Eye Capital Corporation.  The 12% Senior Secured Term Notes
had an original principal amount of $4,500,000 due and payable on
Oct. 17, 2011.  On March 10, 2011, the principal amount was
increased through the sale of an additional aggregate principal
amount of $3,500,000.  On June 20, 2011, the Agent provided a
waiver releasing the proceeds received from the California
Producers Incentive Program in the amount of $940,000 from the
California Energy Commission pledged to the Agent as mandatory
repayment of the Term Notes and Additional Notes.  As of the
effective date of the Amendment, the principal balance and all
accrued and unpaid interest and fees outstanding on the Note was
$8,052,602.

A full-text copy of the Limited Waiver and Amendment No.2 to Note
Purchase Agreement is available for free at http://is.gd/vBWjTU

AE Advanced Fuels, Inc., received $946,000 from the California
Energy Commission granted under the California Producer Incentive
Program and pledged to Third Eye Capital Corporation, as agent,
as mandatory repayment of the 12% Senior Secured Term Notes
purchased by Purchaser on Oct. 29, 2010, and subsequently amended
on March 10, 2011.  In exchange for a waiver releasing the
proceeds received from the California Producers Incentive Program,
AE Advanced Fuels Keyes, Inc., entered into a Limited Waiver and
Amendment No. 2 to Note Purchase Agreement dated June 20, 2011.

Pursuant to the terms of the Amendment, interest on the Term Notes
will be increased by 2% per annum until the Company makes one or
more additional payments on the Term Notes in the aggregate amount
of $950,000.  The Purchaser receives an amendment fee of $100,000
plus the payment of $20,000 in lieu of the June 1, 2011, scheduled
principal payment of $200,000.  The Purchaser also receives an
increase in the unconditional guarantee of McAfee Capital, LLC, of
$1,000,000 for a total guarantee of $2,000,000 and an increase in
the unconditional guarantee of Eric A. McAfee, Chief Executive
Officer of AE Advanced Fuels, Inc., of $1,000,000 for a total
guarantee initially limited to principal amount of $3,400,000 plus
all interest and fees increased up to a principal amount of
$6,000,000 corresponding to the amounts received from the
California Producer Incentive Program.

The Purchaser may accelerate the unpaid principal amount of the
Term Notes, together with accrued and unpaid interest, upon the
occurrence of certain Events of Default, and the Purchaser may
exercise remedies provided for in each of the deeds of trust and
security agreement securing the Term Note during the continuance
of an Event of Default.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a global vertically integrated biofuels company based in
Cupertino, California, developing sustainable solutions to
address the world's renewable energy needs.  The Company is
commercializing its patent-pending next-generation cellulosic
ethanol technology that enables the production of biofuels from
both non-food and traditional feedstocks.  Its wholly-owned
Universal Biofuels subsidiary built and operates a nameplate
50 million gallon per year biodiesel production facility on the
east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.


ALLIED IRISH: Appoints Bernard Byrne as Executive Director
----------------------------------------------------------
Allied Irish Banks, p.l.c., appointed Mr. Bernard Byrne as
Executive Director with immediate effect.

Mr. Byrne, 43, joined AIB in May 2010 as chief financial officer.
He was appointed Director of Personal & Business Banking in May
2011.  He began his career as a Chartered Accountant with
PricewaterhouseCoopers in 1988 and joined ESB International as
Commercial Director in 1994.  In 1998 he took up the post of
Finance Director with IWP International Plc before moving to ESB
in 2004 where he held the post of Group Finance and Commercial
Director until he left to join AIB.

                 About Allied Irish Banks, p.l.c.

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

As reported by the TCR on May 31, 2011, KPMG, in Dublin, Ireland,
noted that there are a number of material economic, political and
market risks and uncertainties that impact the Irish banking
system, including the Company's continued ability to access
funding from the Eurosystem and the Irish Central Bank to meet its
liquidity requirements, that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company reported a net loss of EUR10.16 billion on
EUR1.84 billion of interest income for 2010, compared with a net
loss of EUR2.33 billion on $2.87 billion of interest income for
2009.

The Company's balance sheet at Dec. 31, 2010, showed
EUR145.2 billion in total assets, EUR140.9 billion in total
liabilities, and stockholders' equity of EUR4.3 billion.


AMCORE FINANCIAL: Plan of Liquidation Declared Effective
--------------------------------------------------------
BankruptcyData.com reports that AMCORE Financial's First Amended
Chapter 11 Plan of Liquidation became effective.

The Plan provides for the liquidation of the Debtor's assets and
for the distribution of the "net available cash" to creditors in
order of their relative priority of distribution under the
Bankruptcy Code.   A liquidation trust will assume the remaining
assets for the benefit of creditors.

Under the Plan, the Federal Deposit Insurance Corp. is receiving
$550,000 in cash plus state income tax receivable and insurance
refund proceeds.

                      About AMCORE Financial

Rockford, Ill.-based AMCORE Financial is a registered bank holding
company for AMCORE Bank.  On April 23, 2010, regulators closed the
bank and appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Harris National Association
to assume all of the deposits of AMCORE Bank, National
Association.

AMCORE Financial filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 10-37144) in Chicago on Aug. 19, 2010.

The Company said in documents attached to the petition that it had
assets of $7.2 million against debts of $75.4 million as of the
bankruptcy filing.  Roughly $57 million owed to Wilmington Trust,
as indenture trustee, on account of a junior subordinated debt due
2037.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, serves as counsel to the Debtor.  Kurtzman
Carson Consultants LLC serves as claims agent.


AMR CORP: Updates Full Year 2011 Guidance
-----------------------------------------
AMR Corporation provided investors an updated guidance for the
second quarter and the full year 2011.  A copy of AMR's Eagle Eye
communication is available at http://is.gd/ZNjl06

Second quarter mainline unit revenue is expected to increase
between 4.0% and 5.0% year-over-year, and second quarter
consolidated unit revenue is expected to increase between 4.5% and
5.5% year-over-year.  The Company's revenue results reflect about
$60 million in lower revenue due to extreme weather events during
the quarter in Dallas-Fort Worth and the continued impact of the
earthquake that struck Japan in March.  In total, Cargo and Other
Revenue is expected to increase between 4.8% and 5.8% relative to
second quarter 2010.

AMR expects to end the second quarter with a cash and short-term
investment balance of approximately $5.6 billion, including
approximately $455 million in restricted cash and short-term
investments.  Approximately $160 million of hedge collateral from
counterparties is included in the Company's cash balance
expectations.

                       About AMR Corporation

Headquartered in Fort Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  As of Dec. 31, 2009, American provided scheduled jet
service to approximately 160 destinations throughout North
America, the Caribbean, Latin America, Europe and Asia.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at March 31, 2011, showed
$27.11 billion in total assets, $31.06 billion in total
liabilities, and a $3.95 billion stockholders' deficit.

AMR recorded a net loss of $471 million in the year 2010, a net
loss of $1.5 billion in 2009, and a net loss of $2.1 billion in
2008.

                       *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings,
'Caa1' corporate family and probability of default ratings from
Moody's, and a 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


AMT LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------
AMT, LLC, filed with the U.S. Bankruptcy Court for the Northern
District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $28,650,000
  B. Personal Property            $2,029,648
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,842,150
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $40,809
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $177,864
                                 -----------      -----------
        TOTAL                    $30,679,648       $5,060,823

AMT, LLC, in Destin, Florida, filed for Chapter 11 bankruptcy
(Bankr. N.D. Fla. Case No. 11-30933) on May 27, 2011.  Judge
William S. Shulman presides over the case.  J. Steven Ford, Esq.,
at Wilson, Harrell, Farrington, serves as the Debtor's 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 Michael Smallwood, its manager.


ANGEL ACQUISITION: CEO Bonenberger Resigns; "Inventor" Takes Over
-----------------------------------------------------------------
Angel Acquisition Corp. accepted the resignation of Steven
Bonenberger as Chief Executive Officer, President, Secretary and
Chief Financial Officer.  Effective on the same date, the Company
appointed Michael Edwards as Chief Executive Officer, President,
Secretary, Chief Financial Officer and member of the Board of
Directors.

Mr. Bonenberger's resignation did not arise from any disagreement
on any matter relating to the Company's operations, policies or
practices, nor regarding the general direction of the Company

Mr. Edwards has extensive experience in nutrition, marketing and
product distribution.  His current focus is on the study of Anti-
Aging and Life-Extension nutraceutical science.  His mission is to
bring a product to the public that will improve their ability to
extend life and experience a healthy life.  He owned and managed a
retail health-food company in Southern California before moving to
Los Angeles in 1989 where he created Premier Attractions, a
marketing firm that created and distributed products worldwide.

Mr. Edwards is a published author and inventor with a diverse
educational, financial, business and a research background.  This
background has provided a strong work ethic and created success-
driven protocols which have sustained a continued interest in the
bio-nutraceutical and health-science industry.

In addition to his health science background, Mr. Edwards brings a
wealth of experience from writing, directing, production and
distribution in the film, television and video industries, as well
as substantial banking and publishing experience.

                      About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  On February 5, 2008, the Company
changed its name to Angel Acquisition Corp. to properly reflect
the change in business direction.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.

As reported by the TCR on April 13, 2011, Gruber & Company, LLC,
Lake Saint Louis, Missouri, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditor noted that the
Company has been unable to generate sufficient operating revenues
and has incurred operating losses.

The Company's balance sheet at March 31, 2011, showed $617,760 in
total assets, $1.31 million in total liabilities and a $694,727
total stockholders' deficit.



APEX DIGITAL: Wants More Time to Discuss "Potential Terms of Plan"
------------------------------------------------------------------
Apex Digital, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to extend its exclusive period to file and
solicit acceptances for the proposed chapter 11 plan until Aug.
12, 2011, and Oct. 11, respectively.

The Debtor related that it needs more time to discuss with the
Official Committee of Unsecured Creditors and its secured
creditor, Avision Technology Co. Limited, the potential terms of a
plan.

The Debtor is represented by:

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

                       About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., in Los
Angeles, California, represents the Debtor.  The Debtor estimated
assets and debts at $10 million to $50 million as of the Petition
Date.


APEX REALTY: Schiff, Daimler Plan Mixed-Use Tower
-------------------------------------------------
Brian R. Ball at Columbus Business First reports that Columbus
real estate investor Michael Schiff has teamed up with developer
Daimler Group Inc. in a bid to replace the failed Ibiza project in
the city's Short North with a mixed-use tower topped by as many as
120 apartments.

According to the report, their plans for a nine- to 11-story
complex at 830 N. High St., and an accompanying parking garage off
Hubbard Avenue, depend on two conditions.  First they must reach
some kind of agreement with creditors of Ibiza developer Apex
Realty Enterprises LLC, which is in Chapter 11 bankruptcy.  And
they need to secure approval from the Italian Village Commission.

Based in Columbos, Ohio, APEX Realty Enterprises LLC dba Ibiza
filed for Chapter 11 bankruptcy protection on April 27, 2011
(Bankr. S.D. Ohio Case No. 11-54512).  Judge John E. Hoffman
Jr. presides over the case.  Myron N. Terlecky, Esq., at
Strip Hoppers Leithart McGrath & Terlecky CO., LPA, represents
the Debtor.  The Company estimated assets of between $1 million
and $10 million, and debts of between $10 million and $50 million.


ART COLLECTION: Used as 'Pawn' by Co-Debtors, Says U.S. Trustee
---------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, asks the U.S.
Bankruptcy Court for the Western District of Texas to dismiss the
Chapter 11 case of Art Collection, Inc., with prejudice to the
right to re-file for one year.

The U.S. Trustee contends that the Debtor was used as a pawn by
its co-Debtors and does not need reorganizing.  She further
contends that the Debtor's Chapter 11 case was filed solely to
delay a lawsuit against the Debtor's co-Debtors.

The Debtor had no income in the past two years, and relied on its
parent to pay its expenses, the U.S. Trustee points out.  She
notes that despite not having made a payment to its lienholder in
over two years, the lienholder was not threatening the Debtor or
its assets.  In addition, the Debtor's property was not posted for
foreclosure and the lienholder had not sued the Debtor for the
collection of amounts owed.

"When this case was filed, the Debtor was not at immediate risk of
losing its sole asset and whatever equity might be in the
property.  Unsecured creditors were not at immediate risk of
losing all chances for repayment," the U.S. Trustee tells the
Court.

The co-Debtors were 19 days away from a summary judgment hearing
in a lawsuit which had been pending for almost eight months and if
they prevailed at the summary judgment hearing, they were still
set for trial approximately six weeks later, the U.S. Trustee
relates.  She contends that the co-Debtors were facing financial
difficulties, yet they put the Debtor in bankruptcy to protect
themselves by further delaying a nearly 18-month old lawsuit.

The co-Debtors seek to transfer the lawsuit to the Court, which
would result in the Court deciding a lawsuit involving two non-
Debtor plaintiffs and 22 non-Debtor defendants.

The Debtor's sole shareholder is One Realco Corporation, which
purchased 100% of the Debtor in December 2010 from American Realty
Investors, Inc., a New York Stock Exchange traded company.

Since 1998 the Debtor has owned a tract of real property situated
in Travis County, Texas; the tract is approximately 257 acres.
The property is undeveloped, but has water, waste water, and
electricity connections.  The Debtor values the property at $17
million, and the property secures debt of over $15 million owed to
Dynamic Finance Corporation and approximately $165,000.00 owed to
Propel Financial Services.

American Realty and Prime Income Asset Management are listed on
the Debtor's schedules as a co-Debtor on the debt owed to Dynamic
Finance.

Prime Income Asset Management paid the retainer to the Debtor's
counsel.

Creditors Dynamic Finance Corporation and Upper Wise Management
Limited join in the U.S. Trustee's request to dismiss the Chapter
11 case.

                     About Art Collection, Inc.

Dallas, Texas-based Art Collection, Inc., filed for Chapter 11
bankruptcy protection (Bankr. W.D. Tex. Case No. 11-10874) on
April 7, 2011.  Eric A. Liepins, Esq., at Eric A. Liepins P.C.,
serves as the Debtor's bankruptcy counsel.

In its schedules, the Company disclosed that it owns 258 acres in
Travis County, Texas, worth $17 million.  The Debtor disclosed
that California-based Dynamic Finance Corp. holds a secured claim
on the land for $15.3 million.  Total debt is $15.77 million.


ARTHUR BRASWELL: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Arthur Jerone Braswell
               Phyllis A. Braswell
               32 Black Banks Drive
               Saint Simons Island, GA 31522

Bankruptcy Case No.: 11-20736

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtors' Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

Scheduled Assets: $3,830,932

Scheduled Debts: $8,877,889

A list of the Joint Debtors' 17 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gasb11-20736.pdf


BANK OF AMERICA: Involuntary Chapter 11 Case Dismissed
------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge
Michael E. Romero on Tuesday dismissed an involuntary case (Bankr.
D. Colo. Case No. 11-24503) launched against Bank of America by 34
creditors on June 17.

As reported in the Troubled Company Reporter on June 23, 2011,
BofA, in its request to dismiss the case, said the petition is
invalid and that the bank cannot be a debtor in an involuntary
bankruptcy case.   BofA denied it is failing to pay its debts as
they come due.  BofA called the assertion that it owes the
petitioners any debt which is not subject to bona fide dispute
"frivolous on its face."

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


BANK OF NEW ENGLAND: 1st Circ. Nixes HSBC Bid for $100M Interest
----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that the First Circuit
on Thursday barred HSBC USA NA from collecting postpetition
interest on its senior noteholder claims against the long-defunct
Bank of New England Corp., instead treating junior noteholders to
roughly $100 million from the Chapter 7 estate.

Hearing the dispute for the second time, the appeals court found
that the investors did not intend to subordinate the junior notes
to post-petition interest on the senior notes, affirming the
Massachusetts bankruptcy court's analysis of the debt securities
scene of the 1970s and 1980s, according to Law360.

Bank of New England Corporation filed for Chapter 7 liquidation
(Bankr. D. Mass. Case No. 91-10126) on Jan. 1, 1991.  Dr. Ben
Branch serves as the chapter 7 trustee.


BANKATLANTIC BANCORP: BFC Financial Owns 52.6% of Class A Shares
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, BFC Financial Corporation disclosed that it
beneficially owns 41,641,986 shares of Class A common stock of
BankAtlantic Bancorp, Inc., representing 52.6% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/FJ0Ore

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

The Company's balance sheet at March 31, 2011, showed
$4.47 billion in total assets, $4.48 billion in total liabilities
and a $8.73 million total deficit.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended Dec.
31, 2010, compared with a net loss of $185.82 million on $223.59
million of total interest income during the prior year.

                         *     *     *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BARBETTA LLC: Wants Court to OK Member-Manager Charles Hester
-------------------------------------------------------------
Barbetta LLC asks the U.S. Bankruptcy Court to approve the
employment of Charles E. Hester, as member-manager of the Debtor.

Mr. Hester has been a Member-Manager of the Debtor for
approximately 12 years.  His duties are to oversee operations
including, but not limited to:

   a. managing and overseeing all day-to-day operations,
      including accounting and bookkeeping functions;

   b. managing accounts receivables and dealing with tenants
      concerning past due rental payments, and collection of rent
      where necessary;

   c. negotiating with current new tenants concerning lease
      terms;

   d. reviewing applications for new leases, performing credit
      checks where required, and establishing terms for all
      properties;

   e. overseeing all capital improvements and major repairs to
      the properties, including managing the Debtor's cash flow
      in order to provide funds for capital improvements; and

   f. overseeing the duties performed by the superintendent and
      employee.

Mr. Hester is expected to perform the Services in excess of 60
hours per week.

The Debtor will pay him in the form of a monthly owners draw
approximately $3,784.  They will provide him with a cell phone,
which is paid $40 monthly and a vehicle owned by the Debtor.

Based in Selma, North Carolina, Barbetta, LLC -- formerly doing
business as Hester 1996 Family Limited Partnership, South Pollock
Street Development & Sign Co., LLC, Hester 5, LLC, and Hester 8,
LLC -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No.
11-04370) on June 6, 2011.

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., at Stubbs & Perdue, P.A., serves as the Debtor's bankruptcy
counsel.  In its Schedules filed together with the petition, the
Debtor disclosed $24,889,321 in total assets and $12,855,596 in
total liabilities.  The petition was signed by Charles E. Hester,
member manager.

Charles and Barbetta Hester also filed a separate Chapter 11
petition (Bankr. E.D.N.C. Case No. 11-04375) on June 6, 2011.


BLACK DIAMOND: Trust Suit v. Former CEO Goes Back to State Court
----------------------------------------------------------------
In Taft A. McKinstry, as Trustee of the BD Unsecured Creditors
Trust, v. Harold E. Sergent, Ira J. Genser, Larry Tate and Alvarez
& Marsal North America, LLC, Adv. Proc. No. 11-07010 (Bankr. E.D.
Ky.), Bankruptcy Judge Joseph M. Scott sustained, in part, and
denied, in part, the request of the Black Diamond Mining Company
creditors' trust for the Court to mandatorily abstain from hearing
the case and remand it to state court under 28 U.S.C. Sec.
1334(c)(2); or in the alternative, for the Court to permissively
abstain from hearing the case under 28 U.S.C. Sec. 1334(c)(1).
Harold Sergent, the founder and former chairman of the board of
Black Diamond, as well as Ira J. Genser, Larry Tate, and Alvarez &
Marsal North America LLC filed responses to the Trust's Motion for
Abstention.  The Court held that the Trust's Motion for Abstention
is sustained as to its claims against Mr. Sergent and those claims
are remanded to the State Court.  The Trust's Motion for
Abstention is overruled as to its claims against the A&M Parties.

A copy of Judge Scott's June 23, 2011 Memorandum Opinion is
available at http://is.gd/cJrgobfrom Leagle.com.

                    About Black Diamond Mining

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator formed in 2006.  The company
and seven of its affiliates sought Chapter 11 protection on
(Bankr. E.D. Ky. Case No. 08-70109) on March 4, 2008.  David M.
Cantor, Esq., at Seiller Waterman, LLC, represents the Debtors in
these cases.  The U.S. Trustee for Region 8 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Foley &
Lardner LLP represents the Committee in these cases.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against
FCDC Coal Inc., Black Diamond Mining Co., Martin Coal Processing
Corp., Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors owe them $150 million.  The Debtors schedules showed
$73,669,934 in total assets and $207,403,591 in total liabilities.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the
petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted."  They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The TCR on March 4, 2008, reported that the Court directed the
appointment of a chief restructuring officer -- either Ira Genser
or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC
Coal Inc. and Black Diamond Mining Co.  The Court said the CRO
will "have the same powers as a trustee," which will include
retention and termination of workers, and the investigation of the
Debtors' officers.

The Company filed a Chapter 11 plan in early 2009.  The plan was
confirmed and gave rise to an Unsecured Creditors Trust.


BLUEGREEN CORP: Suspending Filing of Reports with SEC
-----------------------------------------------------
Bluegreen Corporation Retirement Savings Plan filed a Form 15
notifying of its suspension of its duty under Section 15(d) to
file reports required by Section 13(a) of the Securities Exchange
Act of 1934 with respect to its Interests in the Bluegreen
Corporation Retirement Savings Plan.  Bluegreen Corporation's
common stock has been eliminated as an investment option under the
Bluegreen Corporation Retirement Savings Plan.  Therefore, the
interests in the Plan are exempt from registration.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on $365.67
million of revenue for the year ended Dec. 31, 2010, compared with
net income of $3.90 million on $367.36 million of revenue during
the prior year.

The Company's balance sheet at March 31, 2011, showed $1.21
billion in total assets, $892.12 million in total liabilities and
$320.03 million in total shareholders' equity.


BLUEKNIGHT ENERGY: Files Form S-3; To Offer $400MM Securities
-------------------------------------------------------------
Blueknight Energy Partners, L.P., filed with the U.S. Securities
and Exchange Commission a Form S-3 registration statement relating
to its offer from time to time of:

     * common units representing limited partner interests in
       Blueknight Energy Partners, L.P.;

     * Series A Preferred Units representing limited partner
       interests in Blueknight Energy Partners, L.P.;

     * partnership securities;

     * warrants to purchase common units, Series A Preferred
       Units, partnership securities, or debt securities;

     * rights to purchase common units, Series A Preferred Units,
       partnership securities, or debt securities; and

     * debt securities, which may be senior debt securities or
       subordinated debt securities.

BKEP Finance Corporation may act as co-issuer of the debt
securities, and certain other direct or indirect subsidiaries of
Blueknight Energy Partners, L.P., may guarantee the debt
securities.

The Company may offer and sell these securities to or through one
or more underwriters, dealers, and agents, or directly to
purchasers, on a continuous or delayed basis.  The aggregate
initial offering price of all securities sold by the Company under
this prospectus will not exceed $400,000,000.

The Company's common units are traded on the Nasdaq Global Market
under the symbol "BKEP."  The Company will provide information in
the prospectus supplement for the trading market, if any, for any
Series A Preferred Units, partnership securities, warrants, rights
and debt securities the Company may offer.

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

                        http://is.gd/LS2Ig7

                      About Blueknight Energy

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

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

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


BOWE BELL: Versa Capital Completes Purchase of Assets
-----------------------------------------------------
Versa Capital Management, Inc. on June 27 announced the completion
of its previously publicized acquisition of the assets of Bowe
Bell + Howell and the formation of a new company and brand, Bell
and Howell, LLC.  The company will be led by a new board of
directors, while George Marton will continue to lead the senior
management team.  The new Bell and Howell includes all existing
operations in North America including BCC Software in Rochester,
N.Y. and Bell and Howell Canada.

"After an extraordinary few months for our organization, we have
the best of both worlds: a business with a long history and yet a
completely fresh start," said George Marton, President and CEO of
Bell and Howell.  "We have been overwhelmed by the positive
support from the market and our customers, and our suppliers have
demonstrated that they want to partner with us for years to come.
None of this could have happened without the passion and
commitment from all employees, whose knowledge and talent are
second to none: I send them my sincerest thanks for all of their
hard work.

"Now we look forward to continuing our mission: to help customers
succeed by providing them with the right solutions, services, and
expertise.  In support of that, I am pleased to report that we are
sharpening our strategy and driving operational efficiencies
throughout the organization.  In addition, we have several
exciting new solutions that we will be announcing shortly. Along
with the launch of our new company and brand, we couldn't be more
excited about the future."

In meeting with a group of Bell and Howell employees recently,
Board Chairman Greg Segall of Versa Capital Management noted, "The
new Bell and Howell has all of its distractions behind them -- and
the products and service and solutions are now the sole focus of
the business.  The ability to focus on customers and their needs,
and focus on products, is going to be a huge step towards the
company obtaining a high level of success."

Philadelphia-based Versa Capital Management, Inc. is a private
equity investment firm with $950 million of committed capital
under management. Co-investing in the transaction is Access Value
Investors, a Chicago-based private equity firm affiliated with AEG
Partners LLC, which is providing transformation consulting
services to Bell and Howell.

The new company has strong and stable financing, with substantial
capital from Versa and a $60 million credit facility led by PNC
Bank and Crystal Financial to support the growth and working
capital needs of the organization.

                         About Bowe Bell

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

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

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

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

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


BRIGHAM EXPLORATION: Seven Directors Elected at Annual Meeting
--------------------------------------------------------------
Brigham Exploration Company held its Annual Meeting of
Stockholders on June 21, 2011.  The Stockholders:

   (a) elected seven directors to serve until the Annual Meeting
       of Stockholders in 2012, namely: (1) Ben M. "Bud" Brigham,
       (2) David T. Brigham, (3) Harold D. Carter, (4) Stephen C.
       Hurley, (5) Stephen P. Reynolds, (6) Hobart A. Smith and
       (7) Scott W. Tinker, Ph.D.;

   (b) approved the appointment of KMPG LLP as the Company's
       independent registered public accounting firm for the year
       ending Dec. 31, 2011;

   (c) approved, by a non-binding advisory vote, the compensation
       paid to the Company's named executive officers in 2010;

   (d) determined, in a non-binding advisory vote, to hold a
       stockholder vote to approve the compensation of the
       Company's named executive officers every year;

   (e) approved the amendment to the 1997 Director Stock Option
       Plan to extend the term of future options to be granted
       pursuant to the 1997 Director Stock Option Plan from seven
       years to ten years; and

   (g) approved the grant of 1,500 shares of common stock to each
       of the Company's non-employee directors.

                      About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company reported net income of $42.89 million on
$169.72 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $122.99 million on $70.34 million of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$1.16 billion in total assets, $565.38 million in total
liabilities, and $595.91 million in stockholders' equity.

                        *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


CAMP COOLEY: Court Extends Use of Cash Collateral Until Aug. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
entered, on June 21, 2011, its Fourth Final Order extending the
Debtor's use of cash collateral that secures obligations of the
Debtor owing to Amegy Bank National Association and Lone Star,
PCA, from June 1, 2011, through Aug. 31, 2011, pursuant to a
budget.

The terms of the First, Second, and Third Final Orders
authorizing the Debtor to (I) use cash collateral and (II) provide
adequate protection payments will remain in full force and effect
except as specifically modified in the Fourth Final Order.

No payments will be made to any professional except upon order
from the Bankruptcy Court.  In addition, Debtor will not (a) sell
or use any cattle, livestock, exotic animals, semen, embryos,
proceeds from bull leases, or genetics equipment; or (b) sell any
farm and ranch equipment which is property of the Debtor's estate
and which is subject to the liens of Lone Star.

The Debtor will make an adequate protection payments to Amegy on
or before the 15th of each month in the lesser of the following
amounts:

    -- 100% of any and all gas royalty income of the Debtor
       during the preceding month; or

    -- $80,610.85, representing an adequate protection payment
       equal to 5% interest on the outstanding principal balance
       in the amount of $19,346,601.50 owing to Amegy under the
       Loan Documents;

The Debtor may use or sell the hay which is property of the
estate.  As adequate protection for the use or sale of the hay,
the Debtor will make adequate protection payments to Lone Star
equal to 25% of the gross sale price received by the Debtor.

A copy of the budget is available at:

      http://bankrupt.com/misc/campcooley.4thfinalorder.pdf

On June 17, 2011, Lone Star filed an ominibus limited objection to
the Debtor's motion to extend use of cash collateral, which was
filed on June 7, 2011.  Lone Star told the Court it does not take
issue with Debtor using cash collateral through Aug. 31, 2011,
provided that such use must be subject to any term or condition of
any applicable prior cash collateral order relating to Debtor
tendering proceeds or adequate protection payments to Lone Star.

On June 21, 2011, Amegy filed an objection to the Debtor's motion
to extend use of cash collateral, citing that it attempts to
circumvent the Settlement Agreement entered into by the Debtor,
Amegy and Lone Star PCA.

The Settlement Agreement, which was approved by the Court on
Jan. 28, 2011, governs the method and timing and selling the
Ranch, Minerals and other remaining Property of the Estate.

                        About Camp Cooley

Franklin, Texas-based Camp Cooley Ltd. operates an agricultural
and farming business.  Camp Cooley is the entity resulting from
the merger of these entities effective Nov. 7, 2009: North CC
Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate
Genetics, LLC; and Camp Cooley Genetics, LLC.

Camp Cooley filed for Chapter 11 bankruptcy protection on Nov. 8,
2009 (Bankr. W.D. Tex. Case No. 09-61311).  In its schedules, the
Debtor disclosed $57,917,118 in assets and $28,138,421 in
liabilities.

Blake L. Beckham, Esq., at Beckham & Mandel, Esq., in Dallas; and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harris & Tate, in San Antonio,
Tex., represent the Debtor as counsel.


CARRIAGE HOUSE: Subcontractors' Suit Goes Back to State Court
-------------------------------------------------------------
Bankruptcy Judge Stephen Raslavich issued rulings in four civil
actions originally filed in the Court of Common Pleas of
Philadelphia related to a project to construct luxury condominiums
at property owned by Carriage House at 23 South 23rd Street.  In
three of the actions, the plaintiffs are non-debtors, namely (i)
National Glass and Metal Company, Inc.; (ii) D'Andrea Brothers
Concrete Company, Inc.; and (iii) BVF.  In all three Non-Debtor
Actions, the non-debtor defendants include John J. Turchi Jr. and
Turchi, Inc.  The debtor-defendants consist of: (i) Carriage House
Condominiums, L.P., which is a Chapter 11 debtor; and (ii) 23S23
Construction, Inc., which is a Chapter 7 debtor.  In the fourth
civil action, the Debtors sued Hunter Roberts Construction Group,
Inc.

The four actions were consolidated and assigned to the State
Court's "Commerce Court" program and later removed to the
Bankruptcy Court following the Debtors' bankruptcy filing.

Carriage House contracted with 23S23 to have it act as the
"general contractor and construction manager" of the Project.
However, at some point during the Project, 23S23 contracted with
Hunter Roberts for it to "take over all construction management
functions of the general contractor" for the Project.

National Glass, D'Andrea and BVF were subcontractors who provided
labor or materials for the Project.  They contend that they were
not paid in full for their work on the Project.

In the Debtor Action, the Debtors contend that Hunter Roberts'
failure to fulfill its contractual obligations as the general
contractor of the Project "delayed" the progress of the Project.
The Debtors further contend that the delay negatively impacted
sales of the condominium units in the Project because the
condominium units were not completed until after the real estate
market had declined.

In his June 22, 2011 Opinion, Judge Raslavich held that based on
the developments in the Debtors' bankruptcy cases and the current
status of the Non-Debtor Actions, it is clear that, at this point
in time, the Non-Debtor Actions constitute litigation between non-
debtor parties.  The focus of the litigation is on the liability,
if any, of non-debtor defendants, Turchi and Turchi, Inc., to the
non-debtor plaintiffs.  Accordingly, Judge Raslavich said the Non-
Debtor Actions should be equitably remanded so that they can
proceed in the State Court where they belong.

As to the Debtor Action against Hunter Roberts, Judge Raslavich
noted that -- in a document which Carriage House filed with the
Court and distributed to its creditors -- Carriage House stated
its intention not to pursue this litigation.  Moreover, the
Chapter 7 Trustee, who was appointed in the bankruptcy case of
23S23 in April 2010, has not taken any independent action to
further this litigation or to advise the Court regarding the
status of 23S23's bankruptcy case.  Accordingly, Judge Raslavich
said he will schedule a show cause hearing in the Chapter 7
bankruptcy case of 23S23 to determine whether there is any basis
for keeping the Chapter 7 bankruptcy case open.

A copy of Judge Raslavich's ruling is available at
http://is.gd/7fbHp7from Leagle.com.

                       About Carriage House

Carriage House Condominiums LP owns a parking garage located at 23
South 23rd Street in Philadelphia that it's converting into
condominiums.  23S23 Construction, Inc., is the general contractor
for the job.  Both companies are names in various state court
lawsuits brought by various subcontractors.  Carriage House and
23S23 in turn, have sued Hunter Roberts, a general contractor on
the job, as a third party defendant.

Carriage House Condominiums LP and 23S23 Construction, Inc.,
sought chapter 11 protection (Bankr. E.D. Pa. Case Nos. 09-12647
and 09-12652) on April 9, 2009, represented by lawyers at Spector
Gadon Rosen in Philadelphia, and estimating their assets and debts
at $1 million to $10 million.  Carriage House's lawyers may be
reached at:

          Leslie Beth Baskin, Esq.
          Daniel J. Dugan, Esq.
          SPECTOR GADON & ROSEN
          Seven Penn Center-7th Floor
          1635 Market Street
          Philadelphia, PA 19103
          Tel: 215-241-8926
          Fax: 215-531-9145
          E-mail: lbaskin@lawsgr.com
                  ddugan@lawsgr.com

On April 27, 2010, the Court converted 23S23's case to a case
under Chapter 7.  The Chapter 7 Trustee for 23S23 Construction is:

          Gary F. Seitz, Esq.
          RAWLE & HENDERSON LLP
          1339 Chestnut Street
          One South Penn Square
          The Widener Building, 16th Floor
          Philadelphia, PA 19107
          Tel: (215) 575-4330
          Fax: (215) 563-2583
          E-mail: gseitz@rawle.com

On June 22, 2010, the Court confirmed a Third Amended Plan filed
solely on behalf of Carriage House.


CANBERRA HOLDINGS: S&P Withdraws Preliminary 'B' CCR
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its preliminary 'B'
corporate credit rating on Phoenix, Ariz.-based Canberra Holdings
II Corp., as well as its preliminary 'B' issue rating and
preliminary '4' recovery rating on its previously proposed $215
million senior secured credit facilities, at the issuer's request.
"The company did not pursue the financing that was the basis for
our assignment of preliminary ratings on March 23, 2011,"
according to S&P.


CENTURA LAND: Court Approves Quilling Selander as General Counsel
-----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Centura Land Corporation to
employ Quilling, Selander, Lownds, Winslett & Moser, P.C., as its
general counsel.

As reported in the Troubled Company Reporter on May 26, 2011,
Quilling Selander is expected to, among other things:

   (a) furnish legal advice to the Debtor with regard to its
       powers, duties and responsibilities as a debtor-in-
       possession and the continued management of its affairs
       and assets under chapter 11;

   (b) prepare, for and on behalf of the Debtor, all necessary
       applications, motions, answers, orders, reports and other
       legal papers; and

   (c) prepare a disclosure statement and plan of reorganization
       and other services incident thereto;

The hourly rates of QSLWM's personnel are:

         Personnel                     Hourly Rate
         ---------                     -----------
         Shareholders                  $275 - $400
         Associates                    $150 - $275
         Paralegals                     $50 - $105

                   About Centura Land Corporation

Plano, Texas-based Centura Land Corporation, fka IORI Centura,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex.
Case No. 11-41041) on April 1, 2011.  The Debtor disclosed
$13,000,000 in assets and $8,197,687 in liabilities as of the
Chapter 11 filing.


CENTURION PROPERTIES: Wants Access to GECC Cash Until Sept. 30
--------------------------------------------------------------
Centurion Properties III LLC asks the U.S. Bankruptcy Court for
the District of Washington for authorization to continue using
cash collateral of its pre-bankruptcy lender General Electric
Capital Corporation for the period of July 1, 2011, through
Sept. 30, 2011, pursuant to a projected budget for the next 90
days and consistent with the terms of prior stipulated orders.

Under the prior orders, GECC receives adequate protection payments
of $330,000 per month.  The Debtor is current on such payments.

A copy of the Fourth Cash Collateral Motion is available at:

  http://bankrupt.com/misc/centurion.4thcashcollateralmotion.pdf

The Bankruptcy Court has already signed three stipulations
providing the Debtor access to cash collateral through June 30,
2011.

As with the prior stipulations, as adequate protection of GECC's
interest in the property securing its prepetition secured claims,
Debtor is required to pay $330,000 to GECC on or before the first
day of each month.

GECC is also granted a first priority perfected security interest
and lien on all property constituting "mortgaged property," and
will be entitled to rights afforded by Section 507(b) of the
Bankruptcy Code.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring, owning,
operating and managing the real estate project known as the
Battelle Leaseholds located in Richland, Washington.  Its sole
asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, in Spokane, Washington, assists the Company in
its restructuring effort.  In its schedules, the Debtor disclosed
$98,907,255 in assets and $115,334,775 in liabilities as of the
Petition Date.

The United States Trustee was unable to appoint a creditors
committee in the case.


CHIQUITA BRANDS: Commences Refinancing of 8 7/8% Senior Notes
-------------------------------------------------------------
Chiquita Brands International, Inc. commenced a refinancing of a
portion of its existing indebtedness, including its 8 7/8% Senior
Notes due 2015 and existing Senior Credit Facility.  As part of
the refinancing, the company has commenced a cash tender offer
(the "Offer") for $100 million of approximately $177 million
outstanding aggregate principal amount of its 8 7/8% Senior Notes
due 2015 (CUSIP No. 170032AS5).  The terms of the Offer are
described in the Offer to Purchase, dated June 27, 2011, and a
related Letter of Transmittal, which are being sent to holders of
Notes.

The Offer is being conducted in connection with the company's
efforts to enter into a new senior credit facility which is
expected provide for a new $250 million term loan and a $150
million revolving credit facility to replace its existing
revolving line of credit.  The net proceeds from the new term loan
will be used to refinance the approximately $155 million that will
then be outstanding under the company's current term loan and to
fund, together with available cash, the purchase of the tendered
Notes that are accepted for purchase pursuant to the Offer.

Holders must validly tender and not validly withdraw their Notes
prior to the early tender deadline of 5:00 p.m., New York City
time, on July 11, 2011, unless extended (the "Early Tender
Deadline"), in order to be eligible to receive the "Total
Consideration."  The Total Consideration will equal $1,033.33 per
$1,000 principal amount of Notes, which includes an early tender
payment of $10 per $1,000 principal amount of Notes, plus any
accrued and unpaid interest on the Notes up to, but not including,
the payment date for the Notes.

The Offer expires at 8:00 a.m., New York City time, on July 26,
2011 unless extended (the "Expiration Date").  Holders who validly
tender their Notes after the Early Tender Deadline but on or prior
to the Expiration Date shall be eligible to receive the "Tender
Offer Consideration" equal to $1,023.33 per $1,000 principal
amount of Notes, plus any accrued and unpaid interest on the Notes
up to, but not including, the payment date for the Notes.  Holders
of Notes tendered after the Early Tender Deadline will not be
eligible to receive the early tender payment.

The Early Tender Deadline and the Expiration Date may be extended,
and the company may withdraw or not complete the Offer. Except in
certain circumstances, Notes tendered may not be withdrawn after
5:00 p.m., New York City time, on July 11, 2011.

The aggregate principal amount of Notes purchased in the Offer
will be subject to proration and other terms set forth in the
Offer to Purchase.  If the aggregate principal amount of Notes
tendered exceeds $100 million, the sum of each holder's validly
tendered Notes accepted for purchase will be determined by
multiplying each holder's tender by the proration factor, and
rounding the product to the nearest $1,000.  The proration factor
will be determined by the company as soon as practicable after the
Expiration Date and announced by press release or other permitted
means.

The Offer is subject to a number of conditions that are set forth
in the Offer to Purchase, including, without limitation, the
receipt by the company of net proceeds from one or more debt
financings, which may include the new senior secured credit
facility, that together with $12 million of available cash are
sufficient to pay the total consideration (including the early
tender payment) for the tender of at least $100 million aggregate
principal amount of Notes plus estimated fees and expenses
relating to the Offer.

The company's obligations to accept any Notes tendered and to pay
the consideration for them are set forth solely in the Offer to
Purchase and the Letter of Transmittal.  There can be no assurance
that the company will consummate one or more new debt financings
or that the proceeds therefrom, when combined with the company's
other available funds, will be sufficient to pay the total
consideration in connection with the Offer.

                      About Chiquita Brands

Chiquita Brands International, Inc. -- http://www.chiquita.com/--
is markets and distributes fresh and value-added food products --
from bananas and other fruits to nutritious blends of green
salads.  The company markets its products under the Chiquita(R)
and Fresh Express(R) premium brands and other related trademarks.
The company has annual revenues of nearly US$4 billion, and
employs roughly 23,000 people.

The company's principal subsidiaries are: Chiquita Brands, Inc.;
Chiquita Brands Company, North America; Chiquita Citrus Packers,
Inc. (80%); Chiquita Frupac Inc.; Solar Aquafarms, Inc.; Compania
Mundimar, S.A. (Costa Rica); Dunand et Compagnie des Bananas, S.A.
(France; 94%); United Brands Japan, Ltd. (95%); Chiquita Banana
Company B.V. (Netherlands).

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 22, 2010, Moody's Investors Service upgraded the corporate
family rating of Chiquita Brands International, Inc., to B2 from
B3.   At the same time, Moody's upgraded the ratings on Chiquita's
senior unsecured notes to Caa1 from Caa2 and the ratings on the
senior secured credit facility of Chiquita Brands LLC, a wholly
owned operating subsidiary of Chiquita, to Ba2 from Ba3.  The
ratings outlook is stable.


CHRISTIAN BROTHERS: Taps Broker for Rice High School Property
-------------------------------------------------------------
The Christian Brothers' Institute seeks permission from Honorable
Robert D. Drain of the United States Bankruptcy Court for the
Southern District of New York to retain Newmark & Company Real
Estate, Inc. d/b/a Newmark Knight Frank, as its exclusive real
estate broker with respect to the marketing and sale of real
property located at 74 W. 124th Street, New York.  The Property is
currently used as a Catholic high school (Rice High School) and
has approximately 400 students.  Recently, Rice High School
announced that it would be closing at the end of this school year.

Newmark has advised the Debtor that:

   (a) Newmark is a "disinterested person" within the meaning of
       11 U.S.C. Sec. 101(14),

   (b) Newmark's officers, directors, shareholders and employees
       have no connection with the Debtor, its creditors or any
       other interested party, and

   (c) Newmark neither holds nor represents an interest adverse to
       the Debtor's estate in the matters upon it is to be engaged

Under the Agreement, in the event Newmark procures an acceptable,
qualified buyer for the Property and the sale is approved by the
Court pursuant to 11 U.S.C. Sec. 363, it will receive a commission
equal to 3% of the total sale price of the Property.  These rates
are commensurate with the rates charged by other firms for
comparable services with respect to real property of this nature.

               About Christian Brothers' Institute

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

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

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

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


CIT GROUP: Sues Tyco Over $794 Million Tax Benefits Dispute
-----------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that reorganized business
lender CIT Group Inc. sued former parent Tyco International Ltd.
in a New York bankruptcy court on Wednesday in a lingering dispute
over $794 million in tax benefits, the first hiccup in a
remarkably smooth bankruptcy.

                         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.


CLAIM JUMPER: Court to Consider More Plan Exclusivity on Aug. 3
---------------------------------------------------------------
As reported in the TCR on June 13, 2011, the remnant of Claim
Jumper Restaurants LLC said it can't confirm the liquidating
Chapter 11 plan filed in March because of a dispute between the
official creditors' committee and the subordinated noteholder,
Black Canyon Capital LLC.  To accommodate mediation set to
take place June 29, Claim Jumper asked the bankruptcy judge to
extend the exclusive right to propose a plan for 3-1/2 months to
Sept. 30.  The mediation is to deal with the question of whether
the subordinated debt holder should be entitled to participate in
the trust for unsecured creditors.

The hearing date is scheduled for Aug. 3, 2011, at 10:00 a.m.
(prevailing Eastern Time).  The objection deadline is June 27,
2011, at 4:00 p.m. (prevailing Eastern time).

                      About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operated a chain of casual dining
restaurants.  It was founded in 1977.  It had locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12819) on Sept. 10, 2010.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., and James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., are the Debtors' local counsel.  Attorneys at Milbank,
Tweed, Hadley & McCloy LLP, in Los Angeles, Calif., are the
Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Del. as counsel.

In December 2010, Claim Jumper completed the sale its business
to Landry's Restaurants Inc., in a transaction valued at
$76.6 million.  Landry's outbid the offer of holders of mezzanine
debt with a winning bid that included $48.3 million cash, the
assumption of $23.3 million in debt, and $5 million cash to
collateralize existing letters of credit.  The Debtor changed its
name to Goldcoast Liquidating LLC following the sale.


COATES INT'L: Says Black Swan in Breach of Commitment Letter
------------------------------------------------------------
Coates International, Ltd., on May 3, 2011, received a firm
commitment letter from Black Swan Capital Group, Inc., for a
proposed term loan of $10 million.  In that regard, Black Swan
executed the binding Commitment Letter with respect to the Loan,
and agreed to provide the Company with a two-year, $10 million
secured loan at a 10% annual rate of interest.  Black Swan
informed the Company that it had already completed its due
diligence on the Company and had obtained approval for the funding
from its Investment Committee or its Investors at the time it
agreed to provide the Loan.

On June 23, 2011, the Company determined that the likelihood of
success of obtaining the Loan from Black Swan, even if further
efforts were made to amicably pursue specific performance of Black
Swan's binding commitment to provide $10 million of funding, was
remote.  The Company intends to pursue all legal remedies and
courses of action available to it in view of management's opinion
that Black Swan was in breach of its Commitment Letter to provide
the Loan.

The Company is currently working on a number of other sources for
funding its operations including among others, establishing a $20
million equity line of credit with Dutchess Opportunity Fund II,
LP.  On June 6, 2011, the Company entered into an investment
agreement with Dutchess.  However, no assurance can be given that
such additional sources of funding will be available or that the
terms offered by such sources will be acceptable to the Company.

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

The Company reported a net loss of $1.05 million on $159,000 of
sales for the year ended Dec. 31, 2010, compared with a net loss
of $806,756 on $0 of sales during the prior year.

The Company's balance sheet at March 31, 2011, showed
$2.94 million in total assets, $4.04 million in total liabilities,
and a $1.10 million in total stockholders' deficiency.

Meyler & Company, LLC, in Middletown, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
continues to have negative cash flows from operations, recurring
losses from operations, and a stockholders' deficiency.


COMPOSITE TECHNOLOGY: Cash Use Requires Sale Motion Next Month
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Composite Technology Corporation, to use cash
collateral until the approval of procedures for the sale of its
assets.

If the Debtors do not timely file a motion to sell substantially
all assets on or before July 14, 2011, a hearing will be held on
July 21, 2011 at 10:00 a.m. to consider the Debtors' continued use
of cash collateral.

The Debtors would use the cash collateral of Partners For Growth
II, LP, to pay their ordinary course postpetition expenses.

As reported in the Troubled Company Reporter on April 21,
Composite Technology claims that its assets, and in particular,
the value of its patents, exceeds the amount owed to PFG by more
than 200%.  The Debtors also claim that PFG cannot establish a
right to adequate protection.

In April 2010, the Debtors, as borrowers, and PFG, as lender,
entered into a Loan And Security Agreement, pursuant to which PFG
made a $10 million loan facility available.  The Loan Agreement
grants PFG a lien against a range of collateral, including
accounts, general intangibles and deposit accounts.  As part of
its lending arrangement PFG was granted a deposit control
arrangement with respect to the accounts that the Debtors
maintained at Silicon Valley Bank.

                    About Composite Technology

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

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

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

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


COUNTRYVIEW MHC: Plan Exclusivity Expires July 29
-------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois extended until July 29, 2011,
Countryview MHC Limited Partnership's exclusive period to solicit
acceptances for the proposed chapter 11 plan.

As reported in the Troubled Company Reporter on May 9, the Debtor
has filed a plan that provides for distributions to the holders of
allowed claims from funds realized from the continued operation of
the Debtor's business as well as from existing cash deposits and
cash resources of the Debtor.  To the extent necessary, the
payment to Bank of America, as successor by merger to LaSalle Bank
National Association, in its capacity as trustee for the
registered holders of LB-UBS Commercial Mortgage Trust 2006-C4,
Commercial Mortgage Pass-Through Certificate, Series 2006-C4, as
required by the Plan, may be paid from the proceeds of the
refinancing of the underlying mortgage indebtedness due to Lender
or from the sale of a manufactured home community owned by the
Debtor, consisting of approximately 275 sites, situated on
approximately 59.02 acres, located at 1199 Hospital Road,
Franklin, Indiana.

Under the Plan, administrative claims are unimpaired.  Tax claims
will be paid in full, in cash inclusive of interest at
the applicable statutory interest rate on the Effective Date.

Unsecured claims will accrue interest at an annual rate of 5.66%
and will be paid interest only on a monthly basis for five years
computed on actual days/360 day year.  Monthly principal and
interest payments commence in year six based on a 5.66% annual
interest rate and an eight year amortization schedule with a final
balloon payment of approximately $25,331 due the last day of the
11th year.

With regard to Richard J. Klarchek's claim amounting $13,103,921,
no payments will be made on that claim until all other creditors
are paid in full pursuant to the terms of the Plan.

The Debtor's general partner, Countryview MHC Corp., which holds a
1% interest and the Debtor's limited partner, The Klarcheck Family
Trust, which holds a 99% Interest are the holders of the Allowed
Class 6 Interests.  Under the Plan, they will retain their equity
interests in the Debtor after Confirmation of the Plan.

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

                      About Countryview MHC

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


COYOTES HOCKEY: Glendale, NHL in Talks With 3 Possible Buyers
-------------------------------------------------------------
Mike Sunnucks at the Phoenix Business Journal reports that the
city of Glendale and National Hockey League now are talking to
three potential ownership groups about purchasing the Phoenix
Coyotes hockey team.

According to the report, two sources familiar with the Coyotes
deal confirm there are three groups in the mix to buy the team.
It marks the latest twist in a more than two-year ownership saga
that's features a Chapter 11 bankruptcy filing, on-and-off bids to
keep the team in Arizona as well as efforts to relocate the team
to Canada.

Business Journal says Chicago finance executive Matthew Hulsizer,
Chicago Bulls and White Sox owner Jerry Reinsdorf and an unnamed
group with some professional sports experience are in the mix to
buy the Coyotes, which have been owned by the NHL since 2009 when
the league bought the team out of Chapter 11 bankruptcy for $140
million.

The report relates that it's not clear how serious the talks are
with the three groups.  The city and NHL also are trying to rework
the parameters of a deal with potential owners who will keep the
team in Arizona.  A reworked deal will be worked on this summer
with the city, NHL and potential owner trying to forge a purchase
in the fall even though Glendale has no set time line.

The city tried to work about $197 million deal for the team with
Huslizer involving city bonds and management fees to operate
Jobing.com Arena.  But that ran into legal opposition from the
Goldwater Institute, which chilled bond investors' interest in
financing the Coyotes-Hulsizer deal, notes Business Journal.

A new deal could involve lower proposed city bond levels to help
avoid a lawsuit challenging the deals from the Goldwater Institute
as well as changes to the NHL's assumed $170 million asking price
and how much cash a potential owner is putting towards the sale.
The city of Glendale has also approved $50 million to cover the
Coyotes losses and arena management expenses for the 2010-11 and
2011-12 seasons.  The NHL has received $25 million of that
allotment.  That money might also put towards a final sale of the
team.

Business Journal says the Glendale money to the NHL helped keep
the Coyotes from being sold and moved to Winnipeg.  Instead, it
was the Atlanta Thrashers who were sold and moved to Winnipeg
where the Coyotes relocated from in 1996.  There are still a less
immediate possibilities of the Coyotes being bought and moved to
Quebec City or Seattle if a deal can't get done in Glendale.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
had bought the team to quash a plan by bidder Jim Balsillie's to
move the team to Ontario, Canada.  Coyotes was sent to Chapter 11
to effectuate a sale by owner Jerry Moyes to Mr. Balsillie.


CROWN MEDIA: Fourteen Directors Elected at Annual Meeting
---------------------------------------------------------
The annual meeting of stockholders of Crown Media Holdings, Inc.,
was held on June 22, 2011.  All nominees were elected as
directors, namely:

   (1) William J. Abbott;
   (2) Dwight Arn;
   (3) Robert C. Bloss;
   (4) William Cella;
   (5) Glenn Curtis;
   (6) Steve Doyal;
   (7) Brian E. Gardner;
   (8) Herbert Granath;
   (9) Donald J. Hall, Jr.;
  (10) Irvine O. Hockaday, Jr.;
  (11) A. Drue Jennings;
  (12) Brad Moore;
  (13) Peter A. Lund; and
  (14) Deanne Stedem.

The Chief Executive Officer's and other Executive Officers'
performance-based compensation was approved.  The advisory vote
regarding the compensation for the Company's Named Executive
Officers was approved.  The stockholders elected to advise the
Company to seek an advisory vote every three years.

                         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.


DAIRY PRODUCTION: Has Until Aug. 25 to Use Cash Collateral
----------------------------------------------------------
Judge James D. Walker, Jr., of the U.S. Bankruptcy Court for the
Middle District of Georgia, Albany Division, authorized Dairy
Production Systems - Georgia, LLC, and its debtor affiliates to
continue, until August 25, 2011, to use cash collateral, including
collections from accounts receivables and other cash and income
generated from the operation of the Debtors' businesses.

The cash collateral use is in accordance with a budget.

Agricultural Funding Solutions, LLC, the Debtors' lender, is
granted adequate protection of its interest in the Cash
Collateral, including a first priority lien on all postpetition
property of the Debtors, a first priority lien on all prepetition
property and assets belonging to the Debtors and which property
and assets were not subject to valid and enforceable liens or
security interests on the Petition Date, and a super-priority
administrative claim.  As further additional adequate protection,
the Debtors will not, without the express approval of AFS, pay any
expenses not specifically identified in the cash collateral
budgets.

A full-text copy of the Cash Collateral Order and Budgets is
available for free at http://ResearchArchives.com/t/s?7652

                       About Dairy Production

Baconton, Georgia-based Dairy Production Systems - Georgia LLC,
dba Dairy Production Systems, was formed in November of 2008 and
owns the operating assets acquired from Aurora Dairy - Georgia,
LLC, exclusive of the real property owned by Aurora-Georgia.  DPS
Georgia owns approximately 3,490 head of cattle, along with
equipment and dairy improvements located on a 1,065-acre farm
leased from Aurora-Georgia.

DPS Georgia filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 10-11752) on Oct. 7, 2010.  Neil C. Gordon,
Esq., Sean C. Kulka, Esq., and Zachary D. Wilson, Esq., at Arnall
Golden Gregory LLP, in Atlanta, Ga., serve as the Debtor's
bankruptcy counsel.  DPS Georgia disclosed assets of $6,178,324
and debts of $19,182,907 as of the Petition Date.

Affiliates Dairy Production Systems - Mississippi, LLC (Bankr.
M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr.
M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga.
Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga.
Case No. 10-11756), filed separate Chapter 11 petitions.  Dairy
Production Systems, LLC, estimated its assets and debts at
$10 million to $50 million at the Petition Date.

The cases are jointly administered, with Dairy Production Systems
- Georgia as lead case.

Ward Stone, Jr., and David L. Bury, Jr., at Stone & Baxter, LLP,
in Macon, Ga., serve as the official committee of unsecured
creditors' bankruptcy counsel.


DESERT HOT: S&P Lowers Rating on Tax Allocation Bonds to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'BB' on Desert Hot Springs Redevelopment Agency, Calif.'s merged
project area series 2006 and 2008 tax allocation bonds. The
outlook is stable.

"The downgrade is due to our view of the additional assessed value
decline in fiscal 2011 and anticipated shortfall in revenue for
debt service after fiscal 2014, even after including recent debt
restructuring and agency-identified unpledged revenue," said
Standard & Poor's credit analyst Sussan Corson.

Other factors affecting the rating include what S&P views as:

  * Significant assessed value (AV) declines in the MPA leading to
    inadequate 0.9x annual debt service coverage by pledged
    revenues in fiscal 2011 and inadequate coverage of 0.7x
    maximum annual debt service (MADS) in fiscal 2015.

  * The MPA's high volatility ratio of 0.37; and

  * Low income indicators and a limited city economy.

"The stable outlook reflects our expectation that any further
potential AV declines should remain much less significant than in
fiscal 2010. The presence of a cash-funded debt service reserve at
the reserve requirement also provides some liquidity for the
agency to manage potential pledged tax increment revenue
shortfalls for several years beyond 2014. Should MPA AV fail to
stabilize and recover slightly in the next two years with the
amendment of the project area, we could lower the rating further,"
S&P related.

Securing the bonds are tax increment revenues from the agency's
MPA net of the 20% of increment set aside for low- and moderate-
income housing projects and senior pass-throughs.


DOLE FOOD: Moody's Says 'Ba2' Rating Not Affected by Recall
-----------------------------------------------------------
Moody's said that Dole's precautionary recall of approximately
3,000 cases of salad has no ratings impact and is not expected to
materially affect results.

The recall was prompted by the identification of a single instance
in one package of Dole Italian Blend salad that tested positive
for Listeria monocytogenes in a random sample test. Listeria
monocytogenes is a bacterium that can cause foodborne illness when
consumed in contaminated food. No illnesses have been reported in
association with the recall and the packages involved are already
past their Use-by-Date of June 19,2011. The company has not
identified the presence of any contamination in their facilities.

While recalls can be costly and can negatively affect a company's
reputation and consumer confidence, the relatively limited scope
of this recall should limit Dole's downside in this case, and
Moody's believes that the company acted responsibly in its prompt
precautionary response to the situation.

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,
Dole enjoys a leadership position in its industry segment and has
good geographic diversity. Credit metrics, which had been
strengthening from improved profit margins and debt reductions as
a result of the sale of non-core assets as well as the IPO,
softened recently due to weak performance in the latter part of
2010, but Moody's expects improving ratios in 2011.

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.

The last rating action for Dole was on June 22, when Moody's
assigned Ba2 ratings to the company's new senior secured bank
facilities.

Headquartered in Westlake Village, California, Dole Food Company,
Inc. is the world's leading producer of fresh fruit and fresh
vegetables, with an expanding line of value-added products. Sales
for the latest twelve months ending 3/2011 were approximately $7.0
billion.


DOWNSTREAM DEVELOPMENT: S&P Raises Issuer Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit rating
on Downstream Development Authority to 'B', from 'B-' and removed
the rating from CreditWatch, where it was placed on June 9, 2011.
The rating outlook is stable.

"At the same time, we assigned our final 'B' issue-level rating to
the Authority's $295 million senior secured notes due 2019," S&P
said.

"We raised the rating following our review of the final terms of
the Authority's new senior secured notes, and because of our
expectation that the Downstream Casino Resort will continue to
generate sufficient EBITDA to cover fixed charges, albeit by a
thin margin. We view the refinancing transaction as essentially
neutral to the credit risk of the Authority. Leverage, pro forma
for the financing transaction, increases around 0.5x, excess cash
balances will decline, and minimum distributions to the Quapaw
Tribe of Oklahoma will increase to $10 million from about $6
million. Notwithstanding these facts, fixed charges over the
intermediate term are expected to remain essentially flat (at just
over $50 million), given slightly lower cash interest expense
under the new notes," S&P related.

"We expect net revenue and EBITDA to grow in the low-single-digit
percentage area in fiscal 2011 (the Authority's fiscal year ends
Sept. 30). In 2012, we are currently forecasting flat to slight
growth in net revenue and EBITDA. This expectation takes into
consideration our economists' current forecast for moderate growth
in consumer spending of 2.6% and 2.4% in calendar 2011 and
2012, as well as our belief that Downstream's competitive
environment will not change meaningfully over the intermediate
term," said Standard & Poor's credit analyst Ariel Silverberg.
"While our performance expectations would result in an ability to
fully fund fixed charges over the intermediate term, the cushion
is minimal. Therefore, in the event the Authority were to
experience an EBITDA decline of 5% or more, the 'B' rating could
face downward pressure."


DRYSHIPS INC: Ocean Rig to Construct 7th Generation Drillship
-------------------------------------------------------------
DryShips Inc. announced that its majority owned subsidiary, Ocean
Rig UDW Inc., exercised its third newbuilding option to construct
a 7th Generation Ultra Deepwater Drillship at Samsung Heavy
Industries.  This 7th generation drillship is a sister ship to the
two previously-exercised options in April 2011.  The higher
specifications of these ships include:

     * capability to drill in 12,000 feet of water depth;

     * a seven ram BOP;

     * a dual mud system;

     * enhanced riser handling and storage system; and

     * ballast water treatment system.

Total yard cost of this drillship is approximately $608 million,
out of which a total amount of about $242 million has already been
paid to the yard from cash on hand.  The remaining amount of
approximately $366 million is payable upon delivery currently
scheduled for November 2013.

George Economou, Chairman and CEO commented:

"The demand for ultradeepwater drilling units is strengthening
every day and we see substantial growth in the next several years
from across the globe.  By exercising our third option for
delivery in 2013 we are in a unique position to take advantage of
the positive market fundamentals.  The attractive price and
payment terms allows us sufficient time to increase the backlog
and arrange financing on attractive terms.

We are truly in the midst of a new and exciting phase for Ocean
Rig UDW Inc.  With financing in place, our strong balance sheet,
the contract backlog of $2 billion on our existing fleet and our
sizable free cash position today, OCR UDW is well positioned to
become the leading international drilling contractor of choice."

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of Sept. 10,
2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated Sept. 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

In its audit report on the Company's financial statements for the
year ended Dec. 31, 2010, Deloitte, Hadjipavlou Sofianos &
Cambanis S.A., noted that the Company's inability to comply with
financial covenants under its original loan agreements as of Dec.
31, 2009, its negative working capital position and other matters
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2011, showed US$6.99
million in total assets, US$3.04 million in total liabilities and
US$3.94 million total equity.


DSI HOLDINGS: DEB Shops Wants Quick Sale in Chapter 11
------------------------------------------------------
DSI Holdings Inc. and 54 affiliates, including Deb Shops, Inc., on
Sunday sought bankruptcy protection (Bankr. D. Del. Lead Case No.
11-11941), to sell all assets under 11 U.S.C. Sec. 363.

Founded in 1932, DEB Shops has 318 stores in the junior "fast
fashion" retail market.  DEB stores offer moderately priced
coordinated women's sportswear, dresses and shoes for fashion
conscious junior and plus size females between the ages of 13 and
25.  The stores are located in regional malls and strip shopping
centers in 44 states.  DEB has 880 full-time and 2,314 part-time
employees.

Barry J. Susson, chief financial officer, said in a court filing,
says that the first lien lenders have signed a deal to be the
stalking horse bidder at an auction for the assets.  The first
lien lenders, owed $142 million, will submit a credit bid of at
least $75 million of its claims.

The Debtors also owe $58.6 million on a second lien debt, and
$28.9 million under a mezzanine credit agreement.

As of April 30, 2011, the Debtors' unaudited financial statements
reflected assets totaling $124.4 million and liabilities totaling
$270.1 million.

Revenue was $297.2 million in 12 months ended April 30, 2011.

Mr. Susson said that beginning in late 2008, the United States
began experiencing a highly challenging retail environment.  As a
result, in the fourth quarter of fiscal year ended January 31,
2009, DEB began to experience a deterioration of operating
performance.  The poor operating performance lead to debt covenant
violations as of Jan. 31, 2009.

Mr. Susson added that DEB would not survive a protracted chapter
11 process because its relationship with its vendors is fragile.
Once it became clear than an uncontested prepackaged chapter 11
process was unlikely, DEB determined that a sale of its assets was
the best course of action.

The first lien lenders have agreed to provide $21.7 million of
financing to fund the Chapter 11 case pending the sale.  Up to $15
million will be made available upon interim approval of the loan.

The Debtors intend to pay $6.33 million in prepetition claims of
critical vendors in order to obtain a continuos supply of goods
for its stores.

The credit bid agreement with the lenders require approval of the
bid procedures by July 25, 2011, approval of the sale to the
highest bidder by Oct. 4, 2011, and closing 21 days after entry of
the sale order.


DSI HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DSI Holdings, Inc.
          aka DSI Holdings, LLC
        9401Blue Grass Road
        Philadelphia, PA 19114

Bankruptcy Case No.: 11-11941

Fifty-five affiliates that simultaneously sought Chapter 11
protection:

        Debtor                        Case No.
        ------                        --------
Deb Shops, Inc.                       11-11942
Deb of Indiana, Inc.                  11-11943
D.B. Interest, Inc.                   11-11944
Deb of Kansas, Inc.                   11-11945
D.B. Know, Inc.                       11-11946
Deb of Kentucky, Inc.                 11-11947
Deb of Maine, Inc.                    11-11948
Deb E-Commerce, Inc.                  11-11949
Deb of Massachusetts, Inc.            11-11950
Deb Fashions of Florida, Inc.         11-11951
Deb of Michigan, Inc.                 11-11952
Deb of Arkansas, Inc.                 11-11953
Deb of Montana, Inc.                  11-11954
Deb of Nebraska, Inc.                 11-11955
Deb of California, Inc.               11-11956
Deb of New Hampshire, Inc.            11-11957
Deb of Colorado, Inc.                 11-11958
Deb of New Jersey, Inc.               11-11959
Deb of Connecticut, Inc.              11-11960
Deb of New Mexico, Inc.               11-11961
Deb of New York, Inc.                 11-11962
Deb of Delaware, Inc.                 11-11963
Deb of West Virginia, Inc.            11-11964
Deb of Illinois, Inc.                 11-11965
Deb of Wisconsin, Inc.                11-11966
Deb of North Dakota, Inc.             11-11967
Deb of Wyoming, Inc.                  11-11968
Deb of Oregon, Inc.                   11-11969
Deb Shops, Inc.                       11-11970
Deb Shops of Alabama, Inc.            11-11971
Deb of Pennsylvania, Inc.             11-11972
Deb Shops of Arizona, Inc.            11-11973
Deb of Rhode Island, Inc.             11-11974
Deb Shops of Georgia, Inc.            11-11975
Deb of South Carolina, Inc.           11-11976
Deb Shops of Idaho, Inc.              11-11977
Deb of South Dakota, Inc.             11-11978
Deb Shops of Iowa, Inc.               11-11979
Deb of Tennessee, Inc.                11-11980
Deb Shops of Louisiana, Inc.          11-11981
Deb Shops of Maryland, Inc.           11-11982
Deb of Texas, Inc.                    11-11983
Deb Shops of Minnesota, Inc.          11-11984
Deb of Utah, Inc.                     11-11985
Deb of Vermont, Inc.                  11-11986
Deb Shops of North Carolina, Inc.     11-11987
Deb of Virginia, Inc.                 11-11988
Deb Shops of Oklahoma, Inc.           11-11989
Tops N Bottoms of New York, Inc.      11-11990
Deb of Washington, Inc.               11-11991
D.B. Royalty, Inc.                    11-11992
Deb Shops of Missouri, Inc.           11-11993
Deb Shops of Ohio, Inc.               11-11994
Joy Shops, Inc.                       11-11995
Joy Shops, Inc.                       11-11996

Chapter 11 Petition Date: June 26, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Michael F. Walsh, Esq.
                  Stephen A. Youngman, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com

Debtors'
Co-Counsel:       Mark D. Collins, Esq.
                  Jason M. Madron, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: collins@rlf.com
                          madron@rlf.com

Debtor's
Claims and
Notice Agent:     KURTZMAN CARSON CONSULTANTS, LLC

Total Assets: $124.4 million as of April 30, 2011

Total Debts: $270.1 million as of April 30, 2011

The petitions were signed by Barry J. Susson, assistant treasurer.

List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HBK Capital Management             Loan                $28,875,941
2102 Cedar Springs Road, Suite 700
Dallas, TX 75201

UPS                                Trade Debt             $180,000
P.O. Box 7247-0244
Philadelphia, PA 19170-0001

Finesse Lady's Apparel             Trade Debt             $170,906
1025 S. Stanford Avenue
Los Angeles, CA 90021

Goodman Factors                    Trade Debt             $110,924

Belinda                            Trade Debt             $101,053

S. Walter Packaging Group          Trade Debt              $69,634

Hana Financial, Inc.               Trade Debt              $58,680

Prime Business Credit Inc.         Trade Debt              $55,427

Crescendo Apparel, Inc.            Trade Debt              $51,553

Ambiance Apparel                   Trade Debt              $50,983

Capital Factors, Inc.              Trade Debt              $41,223

Beauty Group LLC                   Trade Debt              $39,384

Mint, Inc.                         Trade Debt              $37,650

Scorpio Accessories                Trade Debt              $36,063

Tekmark Global Solutions LLC       Trade Debt              $34,000

Legend Footwear, Inc.              Trade Debt              $33,864

Enticing Lingerie, Inc.            Trade Debt              $32,778

SK Apparel                         Trade Debt              $30,987

Golden West Footwear, Inc.         Trade Debt              $30,126

Cherry Stix Ltd.                   Trade Debt              $27,529

XCENT                              Trade Debt              $25,000

Sky Fashions, Inc.                 Trade Debt              $21,366

Blue Cross Beauty Product          Trade Debt              $20,250

Galleria International IN          Trade Debt              $19,841

Orion Fashion Inc.                 Trade Debt              $19,183

Pacific Logistics Corp.            Trade Debt              $19,000

Amici Accessories Ltd.             Trade Debt              $17,298

One Step Up                        Trade Debt              $16,650

Mayland Inc.                       Trade Debt              $15,418

Dynamic Express                    Trade Debt              $15,000


DUKE AND KING: Files Liquidating Plan and Disclosure Statement
--------------------------------------------------------------
Duke and King Acquisition Corp. and its debtor affiliates filed
with the U.S. District Court for the District of Minnesota a joint
Chapter 11 plan of liquidation and an accompanying disclosure
statement on June 14, 2011.  The Plan is co-proposed by the
Official Committee of Unsecured Creditors.

The primary objective of the Plan is to provide a mechanism for
completing the liquidation of the Debtors' remaining assets,
including investigating and filing any Causes of Action held by or
in favor of the Debtors, administering certain Unencumbered
Assets, reconciling and fixing the Claims asserted against the
Debtors and distributing the net liquidation proceeds in
conformity with the distribution scheme provided by the Bankruptcy
Code.

A substantial portion of Debtors' operating assets were sold to
Cave Enterprises Operations, LLC; Crown Ventures Iowa, Inc.;
Heartland Midwest, LLC; and Strategic Restaurants Acquisition
Company II, LLC, pursuant to multiple Orders of the Bankruptcy
Court issued on May 10, 2011.  The Sales closed on May 26, 2011.
Certain assets were excluded from the Sales, including but not
limited to Cash, insurance recoveries, certain Causes of Action
and other corporate-level assets.

The Debtors have ceased operations as BURGER KING(R) franchisees
and have continued to wind down their affairs.  Because the Plan
is a plan of liquidation, pursuant to Section 1141(d)(3) of the
Bankruptcy Code, the Debtors will not receive a discharge, and
will not engage in business after a final decree has been entered
and their Chapter 11 cases have been closed.  The Allowed Claims
of general unsecured creditors will not be paid in full under the
Plan due to insufficient funds from liquidation of the Debtors'
assets.

Under the Plan, the claims are classified and treated as follows:

  Class     Description          Treatment
  -----     -----------          ---------
    1       Secured Claims       Unimpaired.  Each holder of an
                                 Allowed Secured Claim will
                                 receive, at the option of the
                                 Debtors:

                                    1. The net proceeds of the
                                       sale of the property
                                       securing the Claim, up to
                                       the Allowed amount of the
                                       Claim;

                                    2. Return of the property
                                       securing the Claim; or

                                    3. Cash equal to the value of
                                       the property securing the
                                       Claim, up to the Allowed
                                       amount of the Claim.

                                 Est. Allowed Amount: $300,000 to
                                 $600,000

                                 Est. Recovery: 100%

    2       Other Priority       Unimpaired.  Each holder of an
            Claims               Allowed Other Priority Claim will
                                 receive Cash in the amount of its
                                 Allowed Claim.

                                 Est. Allowed Amount: $5,000 to
                                 $20,000

                                 Est. Recovery: 100%

    3       General Unsecured    Impaired.  Each holder of an
            Claims               Allowed General Unsecured Claim
                                 will receive a Pro Rata share of
                                 the net proceeds of the
                                 Liquidating Trust Assets after
                                 the payment of all Allowed Fee
                                 Claims, Administrative Claims,
                                 Priority Tax Claims, Other
                                 Priority Claims, and Secured
                                 Claims, and the payment of all
                                 costs and expenses of the
                                 Liquidating Trust.

                                 Est. Allowed Amount: $6,000,000
                                 to $7,500,000

                                 Est. Recovery: 18% to 31%


    4       Interests in         Impaired.  No distributions will
            Debtors              be made on account of Interests.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?7653

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies.  Duke and
King, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 10-38652) on Dec. 4,
2010.  Duke and King estimated its assets and debts at $10 million
to $50 million.

Clinton E. Cutler, Esq., and Douglas W. Kassebaum, Esq., at
Fredrikson & Byron, P.A., serve as the Debtors' bankruptcy
counsel.  Mastodon Ventures, Inc., acts as the Debtors' investment
banker.  Maslon Edelman Borman & Brand, LLP serves as local
counsel and Aaron L. Hammer, Esq., and Richard S. Lauter, Esq., at
Freeborn & Peters LLP, in Chicago, is the bankruptcy counsel to
the Official Committee Of Unsecured Creditors.  Mesirow Financial
Consulting, LLC, serves as financial advisors of the Committee.


EAST BAY: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California dismissed the Chapter 11 case of
East Bay Associates LLC.

As reported in the Troubled Company Reporter on May 12, 2011,
August B. Landis, acting U.S. Trustee for Region 17, asked the
Court to dismiss the Debtor's case.

Martinez, California-based East Bay Associates, LLC, is the owner
of two contiguous parcels of real property located in Byron,
California.  The property is the former location of Byron Hot
Springs, a well known resort from the 1880's until World War II,
when it became "Camp Tracy", a U.S. Army interrogation center for
German and Japanese prisoners of war.  East Bay Associates filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No.
10-70345) on Sept. 9, 2010.  Ruth Elin Auerbach, Esq., of San
Francisco, Calif., represents the Debtor as counsel.  The Debtor
disclosed $28,779,626 in assets and $5,706,481 in liabilities as
of the Chapter 11 filing.


EAST COAST: Can Continue Using Cash Collateral Until July 19
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina granted East Coast Development II, LLC, permission to
use cash collateral of BB&T, Ciena Capital, First Bank, Georgia
Capital, and Wells Fargo Bank, for its post-petition, necessary
and reasonable operating expenses, until July 19, 2011.

Wells Fargo Bank, N.A., filed a protective objection to the Motion
to Use Cash Collateral.  A separate consent order that deals with
this Objection will be entered on July 19, 2011.

As reported in the TCR on April 21, 2011, Wells Fargo asked that
(i) rents for its collateral be segregated; (ii) the Debtor make
monthly adequate protection payments to Wells Fargo in the amount
of not less than $20,000 per month; and (iii) a replacement lien
on rents associated with Wells Fargo's collateral be granted to
the extent and priority of Wells Fargo's lien on pre-petition
rents.

A further hearing on the Debtor's continued use of cash collateral
will be conducted on July 19, 2011, at 11:30 a.m.

                 About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Brian A. Geschickter, Attorney-at-Law, serves as special counsel.
Laurie R. Brown, CPA, serves as the Debtor's accountant.  The
Debtor disclosed $24,792,275 in assets and $12,172,815 in
liabilities as of the Chapter 11 filing.


ECOPETROL SA: Fitch Upgrades Issuer Default Ratings From 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded Ecopetrol S.A.'s foreign and local
currency Issuer Default Ratings to 'BBB-' and 'BBB', respectively,
from 'BB+' and 'BBB-'. This rating action affects approximately
US$1.5 billion of debt due 2019. The Rating Outlook is stable.

This rating action follows the upgrade of Colombia's sovereign
foreign and local currency ratings to 'BBB-' and 'BBB',
respectively. Colombia's upgrade to investment grade is supported
by its track record of prudent economic policies, demonstrated
resilience to external and domestic shocks, as well as its
strengthened external liquidity position. Moreover, the
administration of President Santos has moved forward a reform
agenda to strengthen the credibility and predictability of public
finances and enhance the country's growth trajectory.

Ecopetrol's ratings reflect its strong financial profile,
improving production capacity and adequate reserve levels.
Ecopetrol's growth strategy and associated capital investment are
considered aggressive. The company is expected to maintain a
financial and credit profile consistent with the assigned rating
while it implements its growth strategy. The company's ratings
also reflect the close linkage with the Republic of Colombia,
which currently owns 89.9% of the company and appoints the
majority of the board of director members according to established
corporate governance policies.

The ratings reflect the application of Fitch's current criteria
and specifically include:

   -- 'Corporate Rating Methodology' Aug. 16, 2010;

   -- 'Evaluating Corporate Governance' Dec. 12, 2007;

   -- 'Liquidity Considerations for Corporate Issuers' June 12,
       2007;

   -- 'Rating Oil and Gas Exploration and Production Companies'
       April 6, 2010.


EL PRESIDIO: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: El Presidio of Scottsdale, LLC
        3703 Camino del Rio South, Suite 210
        San Diego, CA 92108
        Tel: (619) 282-0185

Bankruptcy Case No.: 11-10354

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Matthew D. Rifat, Esq.
                  LAW OFFICES OF MATTHEW D. RIFAT, LLP
                  3703 Camino Del Rio South, Suite 100B
                  San Diego, CA 92108
                  Tel: (619) 282-0185
                  E-mail: matthew.rifat@gmail.com

Scheduled Assets: $4,100,257

Scheduled Debts: $9,812,638

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/casb11-10354.pdf

The petition was signed by David J. Smith, managing member.


EMPIRE RESORTS: Announces Term Sheet with EPR and MSEG LLC
----------------------------------------------------------
Empire Resorts, Inc., along with the management teams of
Entertainment Properties Trust and MSEG, LLC, reported that in
furtherance of the exclusivity agreement that was announced on
April 12, 2011, they have reached a Master Development Agreement
Term Sheet for the joint development of the Companies' respective
properties located in Sullivan County, NY.  Empire owns and
operates Monticello Casino and Raceway and EPR is the sole owner
of Concord EPT, comprising 1,400 acres located at the site of the
former Concord Resort.  The Companies will continue to deal
exclusively with each other until Oct. 11, 2011, as set forth in
the previously announced exclusivity agreement.

The Term Sheet sets forth the basis on which the Companies will
work together to develop a comprehensive, integrated destination
resort on the site of the former Concord Resort.  The Term Sheet
addresses the creation of a casino/entertainment facility and non-
gaming amenities to complement the casino, which will offer
Sullivan County additional tourism opportunities.

                 About Entertainment Properties Trust

Entertainment Properties Trust (NYSE: EPR) is a specialty real
estate investment trust that invests in properties in select
categories which require unique industry knowledge, while offering
the potential for stable and attractive returns.  The company's
total assets exceed $2.9 billion and include megaplex movie
theatres and adjacent retail, public charter schools and other
destination recreational and specialty investments.  For more
information, please visit www.eprkc.com.

                          About MSEG LLC

MSEG LLC is a real estate development and management company which
concentrates on properties in the sports, entertainment and
hospitality industry.  MSEG LLC has been selected by the City of
Davenport as the developer of the new land based casino in
Davenport, Iowa, MSEG LLC is also involved in the ownership and
operation of the Lake Erie Crushers in Avon, Ohio.  The Crushers
are a professional minor league baseball team that plays in the
Independent Frontier Baseball League.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Friedman LLP, 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.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed $47.50
million in total assets, $41.41 million in total liabilities, all
current, and $6.09 million in total stockholders' equity.


FGIC CORPORATION: Wants Plan Filing Period Extended to Oct. 1
-------------------------------------------------------------
The hearing on FGIC Corporation's fourth motion extending its
exclusive periods to file a Chapter 11 plan and to solicit
acceptances of that plan to Oct. 1, 2011, and Dec. 1, 2011,
respectively, will be held on June 30, 2011, at 5:00 p.m.
(prevailing Eastern Time).

In its motion for extension of its exclusivity periods, the Debtor
states that it will use the extension to explore a new plan
proposal from one potential investor that was recently introduced
to the Debtor by the official committee of unsecured creditors.

The Debtor filed a plan of reorganization on the first day of the
case, but has not yet sought confirmation of the Plan for two
primary reasons.  First, because the ongoing restructuring of the
Debtor's wholly-owned subsidiary, Financial Guaranty Insurance
Company ("FGIC"), directly impacts the Plan, the Debtor believes
that pushing forward with the Plan at this time would be
premature.  Second, the Debtor has continued to engage in ongoing
and constructive discussions with the Creditors' Committee and
other creditor constituencies regarding "value-maximizing"
alternatives to the Plan.

As reported in the TCR on June 14, 2011, the U.S. Bankruptcy for
the Southern District of New York adjourned until June 30, 2011,
at 10:00 a.m., the hearing to consider adequacy of the disclosure
statement explaining the Debtor's Chapter 11 plan.

As reported in the TCR on April 1, 2011, the Debtor filed for
reorganization in August 2010 with a plan where creditors would
become owners of the bond insurance subsidiary, Financial Guaranty
Insurance Co.  The plan was rendered infeasible when an exchange
offer failed.  The Debtor hopes to be reorganized so it can
utilize $4 billion in net tax-loss carry-forwards.  The Debtor
said that it continues to work on a new reorganization structure
with policy holders.

FGIC's assets consist of $10 million cash, the insurance
subsidiary, and the opportunity to utilize tax losses.  The Pan
worked out in advance of the Chapter 11 filing contemplated
dividing the cash and new stock among lenders on the $46 million
revolving credit and the $345 million in unsecured notes.  Holders
of 90% of the common stock had agreed to go along with the plan
and waive their $7.2 million unsecured claim.

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and it depends on dividend payments by
FGIC for sustaining its operations.  FGIC had stopped paying
dividends to parent FGIC Corp. since January 2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. S.D.N.Y. Case No. 10-14215).  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., Brian S. Lennon, Esq., at Kirkland & Ellis
LLP, in New York, serves as counsel to the Debtor.  Garden City
Group, Inc., is the Debtor's claims and noticing agent.   The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel.  The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.

In August 2010, FGIC filed a plan of reorganization and disclosure
statement.  The Plan negotiated between FGIC and its key creditors
and shareholders would allow the FGIC to cancel debt obligations
in the aggregate amount of $391.5 million.  Holders of general
unsecured claims against FGIC Corp. -- which include holders of
outstanding debt under FGIC Corp.'s prepetition revolving credit
facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 --
would receive substantially all of its $11.5 million in cash and
the common stock in Reorganized FGIC Corp.  The three largest
common shareholders of FGIC Corp., representing over 90% of its
common stock, have agreed to the cancellation of their equity
interests pursuant to the Plan and waive general unsecured claims
against the estate in the aggregate amount of $7.2 million.  As
agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC
Corp. would be capitalized with no more than $400,000 to fund its
business needs and continue to operate as an insurance holding
company after the Effective Date.


FIRST WIND: S&P Assigns 'B-' Long-Term Issuer Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
issuer credit rating to First Wind Capital LLC, a wholly owned
subsidiary of First Wind Holdings LLC, head of a wind developer
group based in Boston, Mass.

"At the same time, we assigned our issue rating of 'B+' to FWC's
$200 million senior secured notes due in 2018 that FWH guarantees.
We also assigned a '1' recovery rating to the notes, reflecting
Standard & Poor's expectations of a very high (90% to 100%)
recovery if a payment default occurs. We placed all ratings on
CreditWatch with negative implications," S&P related.

In May 2011, the issuer borrowed $200 million 10.25% senior
secured notes to refinance about $90 million in outstanding debt
principal and accrued interest at FWH, make a distribution to FWH
of $30 million, fund a $65 million reserve account at FWC, and
fund general corporate purposes, as well as transaction fees and
expenses. The issuer's portfolio of 18 wind farms totals 1,735
megawatts throughout the Northeast, the West, and Hawaii. Of the
18 wind farms, nine are in operations, four are nearing
construction completion, and five are in development.

"The negative CreditWatch implications reflect that we could lower
the ratings if the agreement between the First Wind group and a
joint venture of Emera and Algonquin does not close. The
transaction requires state and federal regulatory approvals, among
others, and First Wind expects to close it in the next three to
six months. However, if it doesn't finally close, we view that
the loss of proceeds from the sale of 49% of its Northeast
portfolio would deprive the First Wind group of a $50 million
liquidity cushion, which we view as one key supporting rating
factor. Furthermore, FWC would likely have to tap another $40
million under the notes needed to fully fund the equity
investments in the projects under development. We believe that the
higher debt service will not be compensated by higher cash flows
to FWC from 100% interest in the Northeast projects," S&P stated.

"This, together with a lower liquidity position, will no longer be
compatible with a rating in the 'B' category," said Standard &
Poor's credit analyst Grace Drinker.

"We would resolve the CreditWatch and revise the outlook to stable
if the Northeast transaction does close as announced. In addition,
we expect the First Wind group to progress in the construction and
development of the near-term projects in time, within budget and
achieving the expected 771 MW of operational installed capacity
plus 368 MW in operations or under construction by the end 2012.
Under our base case scenario, we expect cash flows from operating
subsidiaries to barely cover FWC's interest expenses until the
notes' final bullet maturity in 2018. We expect any minor
shortfall to be appropriately covered by cash balances at FWC. Any
deterioration of liquidity at FWC due to larger equity investments
in new projects than assumed under our base case or to wind or
turbine underperformance or material construction delays or cost
overruns would lead to a downgrade," S&P noted.

"We see little ratings' upside potential, given the low coverage
ratios under our base case until the notes' final maturity, the
weak cash retention mechanism provided by the indenture, and the
considerable refinancing risk," S&P added.


FLETCHER GRANITE: Court OKs Request of Add'l Work for Yoshida
-------------------------------------------------------------
FGC Liquidation, LLC, formerly known as Fletcher Granite Company,
LLC, obtained approval from the U.S. Bankruptcy Court for the
District of Massachusetts for the continued retention of Yoshida &
Sokolski, P.C. as tax return preparer.

YSPC's employment to prepare the Debtors' 2008 and 2009 tax
returns was authorized by this court on Oct. 25, 2010.  The
Debtors now seek authorization for YSPC to prepare the Debtors'
2010 tax returns and to perform ancillary tasks related thereto
for a flat fee of $5,500.

                   About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company LLC --
http://www.fletchergranite.com/-- produced granite for
buildings, bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010.  David J.
Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein &
Lund LLP, serve as counsel to the Debtor.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million in its Chapter 11 petition.  The U.S. Trustee has
formed a five-member Official Committee of Unsecured Creditors.

In November 2010, the judge approved a $7 million all-cash sale of
Fletcher Granite's assets to stalking-horse bidder Nesi Realty
LLC.  The Debtor renamed itself to FGC Liquidation, LLC, following
the sale.


FRE REAL ESTATE: U.S. Trustee Wants Case Dismissed or Converted
---------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, asks the U.S.
Bankruptcy Court for the Northern District of Texas to dismiss the
Chapter 11 case of FRE Real Estate, Inc., or in the alternative to
convert the case to one under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on June 9, 2011,
Bankruptcy Judge Michael D. Lynn granted Highland Capital
Management, L.P., as agent for NexBank, conditional relief from
the automatic stay in the bankruptcy case of FRE Real.  The Court
said it is not equitable to force the Bank, the Debtor's mortgage
lender, to finance the Debtor's case pending resolution of issues
that must resolve favorably for the Bank to be fully secured and
so fully satisfied -- as required by Sec. 1129(b) of the
Bankruptcy Code -- under a plan of reorganization.

Pursuant to the Court's order, the automatic stay would terminate
at 10:00 a.m. local time on June 7, 2011, to permit the Bank to
conduct a foreclosure sale of the Fenton Centre owned by the
Debtor and other collateral, unless, prior to such time, the
Debtor's former owner, Transcontinental Realty Investors, Inc., or
one or more of its affiliates deposit in the Court's registry
$800,000, in the form of cash -- or a cash equivalent satisfactory
to the court -- in which event the stay will continue.

The Court Order further provides that the stay will terminate to
permit the Bank to post for foreclosure and sell at an October
foreclosure sale the Fenton Centre and the other collateral unless
on or before Sept. 12, 2011, TCI or one or more of its affiliates
deposits in the Court registry an additional $6,000,000.  If TCI
satisfies the Court prior to Sept. 12, 2011, that it has dedicated
$6,000,000 -- in addition to the Deposit -- to the Debtor's
rehabilitation, then the stay will continue.

Unless the Debtor confirms a plan of reorganization that provides
a recovery acceptable pursuant to Sec. 1126(c) to non-insider
unsecured creditors by Dec. 31, 2011, the stay will terminate for
all purposes on Jan. 1, 2012.  The dates may be extended by the
Court to allow full consideration of any objections to the
Debtor's plan or disclosure statement which Highland or the Bank
may interpose.

The Deposit will be refundable to TCI or any of its affiliates
only in the event the Bank (1) itself proposes and confirms a plan
of reorganization; or (2) acts in bad faith with respect to (a)
the Debtor's efforts to enter into a lease with Hospital
Corporation of America, or with Pillar Income Asset Management or
Regis Property Management, or (b) the Debtor's efforts to enter
into and consummate a contract for sale of the Debtor's vacant
land.

Highland argued that the automatic stay should be terminated to
allow it to foreclose on the Fenton Centre and the other
collateral because (1) the Debtor lacks equity in its real
property and will be unable to reorganize effectively; and (2) the
Debtor's chapter 11 case, like its first case, was a bad faith
filing.

On the Petition Date, the Debtor scheduled its debt to the Bank in
the amount of $60,400,000.

With the exception of the Fenton Centre, the Debtor's properties
produce no cash flow.  The Fenton Centre is 50% occupied, though
one major tenant, BCD Travel, will be vacating its space at the
end of July.  BCD Travel's space represents 45,158 square feet, or
approximately 6% of the Fenton Centre's leasable space.  The cash
flow from the Fenton Centre should be sufficient, after operating
expenses, to pay to the Bank its contract interest rate.

A copy of the Court's June 6, 2011 Memorandum Opinion and Order is
available at http://is.gd/EP7PETfrom Leagle.com.

The U.S. Trustee adds that the Debtor's failure to maintain
appropriate insurance that poses a risk to the estate or the
public constitutes cause for dismissal or conversion.  Prior to
the foreclosure, the Debtor owned real property, which might have
posed a nuisance or other unsafe condition to the public.  It
appears that the Debtor may have operated without insurance for at
least six days prior to the lift of stay.

The U.S. Trustee's attorneys can be reached at:

         Meredyth A. Kippes, Esq.
         Office of the U.S. Trustee
         1100 Commerce St. Room 976
         Dallas, TX 75242
         Tel: (214) 767-1079
         E-mail: meredyth.a.kippes@usdoj.gov

                     About FRE Real Estate

Fort Worth, Texas-based FRE Real Estate, Inc., aka Fenton Real
Estate, Inc., owns a commercial real estate complex comprising two
seven-story office towers totaling approximately 696,458 square
feet and two five-level parking garages located at 1501-1503 and
1505-1507 LBJ Freeway in Farmer's Branch, Texas 75234.

FRE Real Estate filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 11-42042) on April 4, 2011.  Robert A. Simon,
Esq., at Barlow Garsek & Simon, LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $70,635,902 in assets
and $66,887,513 in liabilities as of the Chapter 11 filing.

The Debtor intends to recast the mortgage through a plan note with
a longer maturity, at the same interest rate.  Alternatively, the
Debtor may elect to sell the Property in a controlled liquidation.
Because the mortgage grants a lien on the rents and other charges
generated by the Property, NexBank has a lien on the Debtor's
cash.

FRE Real Estate previously filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 11-30210) on Jan. 4, 2011.
John P. Lewis, Jr., Esq., served as the Debtor's bankruptcy
counsel.  Wells Fargo Capital Finance, a major secured creditor of
the Debtor, however, asked the Bankruptcy Court to dismiss the
Debtor's Chapter 11 bankruptcy case on the grounds that the
petition was filed in bad faith.

Bankruptcy Judge Barbara J. Houser agreed to dismiss the case,
acknowledging that there was no "good business justification" for
TCI Texas Properties LLC to transfer 10 properties securing the
Wells Fargo loan to FRE -- and at the same time other affiliates
of TCI transferring numerous properties to FRE -- then later have
FRE file for bankruptcy.  Judge Houser said that absent the "new
debtor syndrome", bankruptcy law would have put each mortgage
lender "substantially in control, if not in complete control."

To date, no committee of unsecured creditors has been appointed.


FRONTIER COMMUNICATIONS: Fitch Ratings Affirms IDR at 'BB+'
-----------------------------------------------------------
Fitch Ratings has affirmed Frontier Communications Corporation's
ratings:

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

   -- Senior unsecured $750 million revolving credit facility due
      2014 at 'BB+';

   -- Senior unsecured $190 million letter of credit facility due
      2011 at 'BB+';

   -- Senior unsecured $143.6 million senior unsecured term loan
      due Dec. 31, 2012 at 'BB+';

   -- Senior unsecured notes and debentures at 'BB+'.

The Rating Outlook is Stable.

Frontier's 'BB+' IDR reflects the meaningful improvement in its
credit profile following the acquisition of access lines in 14
states from Verizon on July 1, 2010. Fitch estimates Frontier's
pro forma gross debt-to-EBITDA (including integration expenses) at
year-end 2010 was 3.1 times (x) -- substantially lower than the
4.3x recorded at year-end 2009 -- due to the delevering effect of
the transaction. In addition, Frontier's 25% post-merger reduction
in its per share common dividend aids in funding the expansion of
the availability of broadband services in the acquired properties,
a key element in the company's plans to reduce access line losses
to competitors.

In Fitch's view, Frontier's credit metrics have the potential to
strengthen over time. A Positive Outlook could result if the
company is successful in driving leverage to the mid-2x range, its
dividend payout of free cash flow (FCF) is 55% or less (and
sustainable), and the Verizon lines have been successfully
integrated. Fitch also believes an improvement in the performance
of the former Verizon properties under Frontier's rurally-focused
business model would need to be demonstrated. Conversely, a
Negative Outlook may result if the company's leverage metrics rise
to 3.3x to 3.4x or greater.

Over 2011 and into 2012, improvements in Frontier's leverage are
likely to be restrained. FCF, although expected to be modestly
positive, will be reduced by the integration costs required to
realize the anticipated synergies and the broadband expansion
investments. As Frontier makes progress on these initiatives,
Fitch believes FCF and financial flexibility could show gradual
improvement. The realization of the anticipated synergies would
also enable the company to sustain its relatively strong margins,
at least in the near term, in the face of strong competition.

Ongoing competitive pressures are also factored into the ratings
of Frontier. Its operations are showing a slow and relatively
stable rate of decline due to competitive pressures and
technological substitution; the sluggish economy is also having an
effect. The marketing of additional services--including high speed
data--as well as cost controls have been mitigating the effect of
access line losses to cable operators and wireless providers.

Frontier has ample liquidity which is derived from its cash
balances, FCF, and its $750 million revolving credit facility. At
March 31, 2011, Frontier had $359 million in cash and, in the last
12-month period ending March 31, 2011, FCF was approximately $258
million. Frontier's expectations for 2011 capital spending range
from $750 million to $780 million for its normal construction
program plus the accelerated broadband build out. An additional
$60 million will be spent on integration activities related to the
Verizon line acquisition.

Liquidity is provided by a $750 million senior unsecured credit
facility, which is in place until Jan. 1, 2014. The $750 million
facility is available for general corporate purposes but may not
be used to fund dividend payments. The main financial covenant in
the revolving credit facility requires the maintenance of a net
debt-to-EBITDA level of 4.5x or less during the entire period. Net
debt is defined as total debt less cash exceeding $50 million.
Frontier has approximately $200 million of debt due remaining in
2011, $180 million due in 2012 and $710 million due in 2013.

The company's $190 unsecured million letter of credit facility
matures Sept. 20, 2011, with a bank option to extend $100 million
until Sept. 20, 2012. The facility has no financial ratio
covenants, and other negative covenants are similar to those in
its revolving credit facility. A letter of credit was issued to
the West Virginia Public Service Commission to guarantee capital
expenditure commitments in the state with respect to the
acquisition of the Verizon lines.

Fitch has affirmed these ratings with a Stable Outlook:

Frontier North Inc.

   -- IDR at 'BB+';

   -- $200 million unsecured notes due 2028 at 'BBB-'.

Frontier West Virginia

   -- IDR at 'BB+';

   -- $50 million private placement notes due 2029 at 'BBB-'.

Industrial development revenue bonds (IDRBs) at 'BB+':

   -- Maricopa County Industrial Development Authority (AZ) IDRB
      series 1995.


FUSION TELECOMMUNICATIONS: Borrows $22,000 from Marvin Rosen
------------------------------------------------------------
Fusion Telecommunications International, Inc., borrowed $22,000
from Marvin S Rosen, a director of the Company.  This note (a) is
payable on demand in full upon 10 days notice of demand from the
lender, (b) bears interest on the unpaid principal amount at the
rate of 3.25% per annum, and (c) grants the lender a
collateralized security interest, pari passu with other lenders,
in the Company's accounts receivable.  The proceeds of this note
are to be used primarily for general corporate purposes.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

Fusion Telecommunications reported a net loss of $5.8 million on
$41.8 million of revenues for 2010, compared with a net loss of
$9.6 million on $40.9 million of revenues for 2009.

The Company's balance sheet at March 31, 2011, showed
$4.42 million in total assets, $13.55 million in total
liabilities, and a $9.12 million total stockholders' deficit.


GABLES INC: N.J. Superior Court Reverses Ruling in Labor Case
-------------------------------------------------------------
The Superior Court of New Jersey, Appellate Division, reversed a
final decision of the Board of Review of the New Jersey Department
of Labor finding that Susan C. Holtzberg was not eligible for
unemployment benefits as she left work voluntarily without good
cause attributable to the work. N.J.S.A. 43:21-5(a).  "We reverse
and conclude that the Board's decision was arbitrary, capricious
and unreasonable.

The Appellate Division held that its review of the record leads it
to conclude that the determination of both the Appeal Tribunal and
the Board were not supported by credible testimony or records.
"Accordingly, we conclude that the decision of the Board was
arbitrary, capricious and unreasonable," the Appellate Division
said.

Ms. Holtzberg was the general manager of the Gables, a restaurant,
when on July 10, 2008, she was involved in an incident involving a
customer.  On that evening, the menu did not allow for alterations
for customer requests.  Despite the fixed menu, a customer
requested a fish entree.  After being requested to make the
change, the chef refused and used inappropriate language.  Sandra
Beninati, the owner, asked Ms. Holtzberg if the request could be
accommodated and was informed that it could not, whereupon,
according to Ms. Holtzberg, Ms. Beninati "screamed at her to
leave."  Ms. Holtzberg did so.

According to Ms. Beninati, on July 10, 2008, a staff member
approached her and advised that a customer had made a special
request and that Ms. Holtzberg had denied the request. Ms.
Beninati observed that the customers were good clients. She went
to the kitchen and asked Ms. Holtzberg, "Can't you get this guy a
piece of fish?" Ms. Holtzberg then yelled in her ear, to the point
of pain, that she would not. Ms. Holtzberg stated, "I'm so sorry,
he (the chef) said no." Ms. Holtzberg refused the order on behalf
of the chef. Ms. Beninati told Ms. Holtzberg her job was not only
to care for her staff, but to please her customers as well. Ms.
Beninati left the kitchen, went to another server and obtained the
order. Ms. Holtzberg returned from the kitchen, put the fish in
Ms. Beninati's hand and told her "that cost you $36.00."

Ms. Beninati then summoned Ms. Holtzberg outside, at which point
Ms. Holtzberg started yelling again and told Ms. Beninati "you
think you can just waltz in here and get anything you want?" Ms.
Holtzberg's voice kept getting louder, and she was very angry.
When things quieted down, Ms. Beninati told Ms. Holtzberg, "you
need to go home." Ms. Holtzberg had yelled at Ms. Beninati on
previous occasions but in private areas. Ms. Holtzberg was sent
home on this occasion because she was yelling at Ms. Beninati in
front of other staff. Ms. Holtzberg admitted that Ms. Beninati
told her that her ears were ringing. Ms. Beninati did not tell Ms.
Holtzberg she was fired nor did she give her anything in writing
terminating her services. The restaurant was busy, and Ms.
Beninati stated that she would never fire someone "in the middle
of the season." Ms. Holtzberg was not discharged but was told to
go home when, according to Ms. Beninati, she had a "meltdown on a
bad night."

According to Ms. Holtzberg, the next day, the Gables changed its
Web site to reflect that Ms. Holtzberg was no longer the general
manager, identifying Ms. Beninati as the new general manager, and
the staff was informed that Ms. Holtzberg had been fired.  This
was confirmed by others who called Ms. Holtzberg to report that
they had been informed of the same fact.

The case is Susan C. Holtzberg, Appellant, v. Board of Review,
Department of Labor and The Gables, Inc., Respondents, No. A-4429-
09T4 (N.J. Super. Ct. Appellate Division).  A copy of the Court's
per curiam decision dated June 23, 2011, is available at
http://is.gd/gzdof8from Leagle.com.

                         About Gables Inc.

The Gables Inc., in Beach Haven, New Jersey, filed for Chapter 11
bankruptcy (Bankr. D. N.J. Case No. 09-18348) on April 2, 2009.
The Law Offices Of Lee D. Gottesman -- lee@ldg-law.com -- serves
as bankruptcy counsel.  In its petition, the Debtor disclosed
total assets of $4,288,459.51 and total debts of $4,852,161.49.
The petition was signed by Sandra Webb Beninati, president of the
Company.


GENERAL MOTORS: Old, New GMs to Pay $7.4M to Mercury Program
------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that the reborn
General Motors LLC and its still-bankrupt counterpart, Motors
Liquidation Co., have agreed to pay a combined $7.4 million to a
program that stops mercury from old cars from being released into
the environment, resolving 12 states' claims.

Law360 relates that MLC, better known as Old GM, will pay $2.84
million to the National Vehicle Mercury Switch Recovery Program, a
program established in 2006 by the U.S. Environmental Protection
Agency and automakers to collect mercury used in switches on old
cars.

                        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.


GENTA INC: Has 201.34 Million Outstanding Common Shares
-------------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of June 24, 2011, is 201,345,676.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern.  The
independent auditors noted that of the Company's recurring losses
from operations, negative cash flows from operations and current
maturities of convertible notes payable.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, did not
include a going concern explanatory paragraph in its audit report
on the Company's financial statements for fiscal 2009.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company's balance sheet at March 31, 2011, showed $10.82
million in total assets, $14.13 million in total liabilities and a
$3.31 million total stockholders' deficit.


GIORDANO'S ENTERPRISES: Trustee Seeks to Bar Marshall Home
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the trustee overseeing the
bankruptcy of Chicago pizza chain Giordano's is seeking to bar a
fringe political figure from filing "frivolous and incoherent"
legal documents in the case.

                  About Giordano's Enterprises

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

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

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Giordano's Enterprises and its
affiliates are are pro se Debtors.   Giordano's Enterprises
disclosed $59,387 in assets and $45,538,574 in liabilities as of
the Chapter 11 filing.

Philip V. Martino, Esq., is the duly appointed Chapter 11 trustee
in the Debtors' bankruptcy cases.  Attorneys at Quarles & Brady
LLP, in Chicago, Ill., represent the Chapter 11 trustee.  Aaron L,
Hammer, Esq., Brian J. Jackiw, Esq., Richard S. Lauter, Esq., and
Thomas R. Fawkes, Esq., at Freeborn & Peters LLP, in Chicago,
Ill., represent the Official Committee of Unsecured Creditors.


GLATFELTER CO: S&P Keeps 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
York, Pa.-based forest products company Glatfelter (P.H.) Co.'s
senior notes due 2016 to '3', indicating its expectation for
meaningful (50% to 70%) recovery in the event of default, from
'4'. The issue-level rating on the senior notes remains 'BB+'.

"We revised the recovery rating on the senior notes to reflect a
modest increase in the amount of enterprise value we estimate
would be available for unsecured creditors," S&P noted.

All other ratings, including the 'BB+' corporate credit rating,
remain unchanged. "The ratings on the paper manufacturer reflect
the combination of what we consider to be its fair business risk
profile and intermediate financial risk profile. Glatfelter has a
good competitive position in niche markets and value-added product
mix that is somewhat tempered by its position as a moderate-sized
paper producer in a cyclical and competitive industry, meaningful
revenues generated from paper products that are in a structural
decline, and vulnerability to swings in input costs and selling
prices. The stable outlook reflects our view that Glatfelter will
maintain credit ratios that we would consider to be consistent
with its intermediate financial risk profile and the 'BB+' rating
given our expectations that adjusted EBITDA could be $165 million
or more in 2011 and could further improve thereafter. We believe
the company's leverage could decline to below 2x and funds from
operations to debt to exceed 40% over the next 12 to 18 months. In
addition, we expect the company's financial policy to remain
modest toward shareholder rewards or debt-financed acquisitions,"
S&P stated.

Ratings List
Glatfelter (P.H.) Co.
Corporate credit rating             BB+/Stable/--

Recovery Rating Revised; Rating Unchanged
                                    To               From
Senior notes due 2016              BB+              BB+
  Recovery rating                   3                4


GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Glenwood Properties Inc.
          dba Glenwood Resort
              Glenwood Farms
              Glenwood
              Glenwood RV Resort
              Resort Membership
        24675 W.Gilmer Road, Suite 300
        Hawthorn Woods, IL 60047

Bankruptcy Case No.: 11-26183

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Richard N. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  The Boyce Building
                  500 North Dearborn Street, Second Floor
                  Chicago, IL 60654
                  Tel: (312) 832-7885
                  Fax: (312) 755-5720
                  E-mail: rgolding@goldinglaw.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-26183.pdf

The petition was signed by David E. Goldman, president.


GRAYMARK HEALTHCARE: Austin Marxe Discloses 24.6% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Austin W. Marxe and David M. Greenhouse disclosed that
they beneficially own 3,571,000 shares of common stock of Graymark
Healthcare, Inc., representing 24.6% of the shares outstanding.  A
full-text copy of the filing is available for free at:

                        http://is.gd/OJ8BY1

                     About Graymark Healthcare

Oklahoma City, Okla.-based Graymark Healthcare, Inc. (NASDAQ:
GRMH) -- http://www.graymarkhealthcare.com/-- is one of the
largest providers of care management solutions to the sleep
disorder market based on number of independent sleep care centers
and hospital sleep diagnostic programs operated in the United
States.

The Company's balance sheet at March 31, 2011, showed
$26.8 million in total assets, $28.5 million in total liabilities,
and a stockholders' deficit of $1.7 million.

As reported in the TCR on April 5, 2011, Eide Bailly LLP, in
Greenwood Village, Colo., expressed substantial doubt about
Graymark Healthcare's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has suffered significant losses from
operations, anticipates additional losses in the next year and has
insufficient working capital as of Dec. 31, 2010, to fund the
anticipated losses.


GREAT ATLANTIC: Amends FY 2010 Report to Include Part III Info
--------------------------------------------------------------
As reported in the TCR on May 16, 2011, The Great Atlantic &
Pacific Tea Company, Inc., filed on May 10, 2011, its annual
report for the fiscal year ended Feb. 26, 2011.  The Company
reported a net loss of $598.6 million on $8.078 billion of sales
for fiscal 2010, compared with a net loss of $876.5 million on
$8.814 billion of sales for fiscal 2009.

On June 24, 2011, the Company filed Amendment No. 1 to its annual
report on Form 10-K for the fiscal year ended Feb. 26, 2011, to
include the information required by Part III and not included in
the original filing.

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

                       http://is.gd/cQedgS

                  About Great Atlantic & Pacific

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

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

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

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


GREEN MOUNTAIN: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Waterbury, Vt.-based Green Mountain Coffee
Roasters Inc. following the company's announcement that it has
closed on its senior secured credit facilities and repaid $689
million of its term loan B and revolving credit facility with
equity proceeds. "Additionally, we are withdrawing our ratings on
the company's previously issued senior secured facility," S&P
said.

"We are assigning a 'BB-' rating to the company's $1 billion
revolving credit facility due 2016 and $250 million term loan A
due 2016, with a recovery rating of '2', indicating our
expectation of substantial (70% to 90%) recovery in the event of a
payment default," S&P related.

"The ratings reflect our view of Green Mountain Coffee Roasters
Inc.'s financial risk profile as aggressive and its business risk
profile as weak," said Standard & Poor's credit analyst Bea Chiem.
"We believe that the company is highly dependent on the single-cup
coffee maker concept and that it will continue to experience
negative free operating cash flow over the next couple of years
with increased capital expenditures. It also has exposure to a
substantial competitive threat in late 2012, when its K-Cup
portion pack patents expire in the U.S.," Ms. Chiem added.

"The stable outlook on the GMCR ratings reflects our expectation
that liquidity will remain adequate, strong top-line growth will
continue, and margins will further expand," S&P said.


GREYSTONE PHARMA: Trustee Taps Butler Snow as Attorney
------------------------------------------------------
Kevin Crumbo, Chapter 11 trustee of Greystone Pharmaceuticals,
Inc., asks the U.S. Bankruptcy Court for the Western District of
Tennessee for permission to employ Butler Snow O'Mara Stevens &
Cannada, PLLC, as the Trustee's attorney.

As the Trustee's attorney, Butler Snow will:

   (a) give the trustee legal advice with respect to his powers
       and duties as trustee:

   (b) prepare on behalf of the trustee necessary applications,
       answers, orders, reports and other legal papers; and

   (c) perform all other legal services for the trustee which
       may be necessary.

The proposed hourly rates to be charged by Butler Snow for the
attorneys expected to be directly involved in representing the
Trustee are:

   Michael P. Coury              $330
   James E. Bailey III           $320
   R. Campbell Hillyer           $235
   April Germany (paralegal)     $130

R. Campbell Hillyer, Esq., at Butler Snow, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

               About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn.  Case No. 09-32236) on
Nov. 2, 2009.  David J. Cocke, Esq., at Evans Petree PC, in
Memphis, Tenn., represents the Unsecured Creditor's Committee as
counsel.  In its schedules, the Debtor disclosed $25,467,546 in
assets, and $22,601,150 in liabilities as of the Petition Date.


HAMILTON BEACH: S&P Withdraws 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
it 'B+' corporate credit rating, on Glen Allen, Va.-based Hamilton
Beach Brands Inc. The ratings were subsequently withdrawn at the
company's request.


HARRINGTON WEST: Amends Proposed Chapter 11 Plan of Liquidation
---------------------------------------------------------------
BankruptcyData.com reports that Harrington West Financial Group
filed with the U.S. Bankruptcy Court a First Amended Chapter 11
Plan of Liquidation and related Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for the
disposition of all assets of the Debtors' estate through the
establishment of a liquidating trust for the benefit of the
holders of allowed claims consistent with the priority provisions
of the Bankruptcy Code and the Plan. Assets, to the extent not
converted to cash or other proceeds as of the effective date, will
be sold or otherwise disposed of by the liquidating trustee after
effective date, with all cash proceeds to be distributed to
holders of allowed claims, as provided for in the Plan." The Court
scheduled a September 14, 2011 confirmation hearing.

Harrington West Financial Group, Inc., filed a voluntary petition
to liquidate its assets under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Calif. Case No. 10-14677) on Sept. 10, 2010.  Sharon
M. Kopman, Esq., at Landau Gottfried & Berger LLP, in Los Angeles,
serves as Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $579,282 in assets and $26,004,000 in
liabilities.


HARRY & DAVID: Files Second Amended Joint Chapter 11 Plan
---------------------------------------------------------
BankruptcyData.com reports that Harry & David Holdings filed with
the U.S. Bankruptcy Court a Second Amended Joint Chapter 11 Plan
of Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The Plan contemplates the
reorganization of the Debtors through (a) the elimination of the
PBGC Claims and the Debtors' Senior Notes in exchange for the
issuance of new stock and (b) a rights offering (the 'Rights
Offering') that will provide the PBGC and the Noteholders that
meet certain SEC requirements with the opportunity to purchase
stock of the reorganized Debtors in connection with their
emergence from chapter 11. The Debtors will utilize the proceeds
of the Rights Offering to repay outstanding amounts under their
second lien debtor-in-possession term loan described above and to
fund the Debtors' business operations going forward. The Rights
Offering permits qualified Noteholders to purchase approximately
74.9 percent of the stock of the reorganized Debtors for $55
million. Because the Plan does not require qualified Noteholders
to participate in the Rights Offering, the Debtors also entered
into an agreement with a specific group of their Noteholders to
'backstop' the Rights Offering (as amended, the 'Backstop
Agreement'). Pursuant to the Backstop Agreement, the Noteholders
that are party to that agreement will purchase any remaining stock
that was not purchased by other Noteholders or the PBGC as part of
the Rights Offering. In consideration for the performance of their
obligations under the Backstop Agreement, the Noteholders that are
party to the Backstop Agreement will receive 50,000 shares in
Reorganized Holdings. The Backstop Agreement ensures that the
Debtors will obtain $55 million in new equity financing upon their
emergence from these cases."

                        About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

The Debtor also tapped DJM Realty Services, LLC, as real estate
consultants; Alvarez & Marsal North America to provide the Debtors
an interim chief executive officer and chief restructuring officer
and certain additional officers; and McKinsey Recovery &
Transformation Services U.S. LLC as their management consultant.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.

The Debtors' proposed Plan of Reorganization will allow the
Company to convert all of its approximately $200 million of
outstanding public notes into equity of the reorganized company.
The Plan also includes an equity capital raise that will generate
$55 million in equity financing upon the Company's emergence from
chapter 11.  The Plan has the support of the Official Committee of
Unsecured Creditors and the holders of approximately 81% of the
Company's public notes.


HATI LEISURE: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hati Leisure, Inc.
          dba Savannah Inn
        100 Travelers Lane
        Pt. Wentworth, GA 31407
        Tel: (912) 965-9555

Bankruptcy Case No.: 11-41286

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr.
                  JAMES L. DRAKE, JR., P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

Scheduled Assets: $713,765

Scheduled Debts: $3,185,116

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gasb11-41286.pdf

The petition was signed by Anand K. Morar, CFO.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Morar, Inc.                           11-40744            04/07/11
  dba INN at Mulberry Grove


HAWAII PACIFIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hawaii Pacific Teleport, LP
        91-340 Farrington Highway
        Kapolei, HI 96707

Bankruptcy Case No.: 11-01764

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: James A. Wagner, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900
                  E-mail: jwagner@hibklaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/hib11-01764.pdf

The petition was signed by L. Smith-Ryland, manager of general
partner.


HAWAIIAN TELCOM: S&P Assigns Preliminary 'B-' Corporate Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Hawaiian Telcom Holdco Inc. "We also
assigned our preliminary 'B-' issue-level rating to Hawaiian
Telcom Communications' (a wholly-owned subsidiary, and borrower
under the credit facilities) $300 million senior secured six-year
term loan, with a preliminary '3' recovery rating, indicating our
expectation for meaningful (50%-70%) recovery of
principal in the event of a payment default. We also assigned our
preliminary 'B+' issue-level rating to the first-out four-year
revolving credit facility of the same borrower with a preliminary
`1' recovery rating, indicating our expectation for very high
(90%-100%) recovery of principal," S&P said.

"Our view of a vulnerable business risk profile for Hawaiian
Telcom incorporates the secular industry challenges that the
company's residential wireline segment faces and the presence of a
particularly strong incumbent cable TV competitor, Oceanic Time
Warner Cable," said Standard & Poor's analyst Richard Siderman.
"Hawaiian Telcom is essentially dependent upon the performance of
its residential and business wireline operations, which have
limited scale and geographic diversity," he added. "The company
sold its directories business in 2007, and its mobile virtual
network (MVNO) arrangement with Sprint has a minimal share of the
Hawaiian wireless market. Tempering business risk factors include
more favorable, recent operating performance metrics and
remediation of the technical problems that led to earlier years'
customer service and billing issues. Furthermore, the rate of
access-line erosion has slowed to the 6% area, which, while still
material, is better than many of Hawaiian Telcom's ILEC peers. We
also view the company's business customers, which account for
about 45% of total access lines, as less likely than residential
customers to be lost to wireless substitution or cable
telephony," S&P said.


HEIGHTS MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Heights Management 63, LLC
        1123 Broadway, Suite 617
        New York, NY 10010

Bankruptcy Case No.: 11-12999

Affiliates that simultaneously sought Chapter 11 protection:

       Debtor                         Case No.
       ------                         --------
Heights Management 67, LLC            11-13001
Heights Management 176, LLC           11-13002
Heights Management 181, LLC           11-13003

Chapter 11 Petition Date: June 22, 2011

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  488 Madison Avenue, 19th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  E-mail: gabriel.delvirginia@verizon.net

Estimated Assets: $0 to $50,000

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

A list of Heights Management 63's six largest unsecured creditors
filed together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-12999.pdf

The petitions were signed by Eric Brown.

Affiliates that previously sought Chapter 11 protection:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Buzz Parking II, LLC                  11-11782            04/18/11
KC Third Ave                          11-11423            04/07/11


HOLLISTER TOWN: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Hollister Town Plaza, LLC
        8B Downing Street
        Hollister, MO 65672

Bankruptcy Case No.: 11-61324

Chapter 11 Petition Date: June 21, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, PC
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

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

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

The petition was signed by James A. Gage, co-managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Taney County Tax Assessor          --                      $26,646
P.O. Box 612
Forsyth, MO 65653-0612


HOWREY LLP: Court Allows Firm to Shed Leases in Former US Offices
-----------------------------------------------------------------
Samuel Howard at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Dennis Montali on Wednesday moved Howrey LLP one step closer
to dissolution, authorizing the fallen law firm to reject leases
on 16 abandoned offices across the U.S.

According to Law360, Judge DMontali allowed Howrey to walk away
from the unexpired leases, leaving the landlords in the firm's
former strongholds - including New York, San Francisco and Los
Angeles - to make do with the furnishings and other property left
behind.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.  The firm
specialized in antitrust and intellectual-property matters.  The
three creditors filing the involuntary petition together have
$36,600 in claims, according to their petition.  The firm can
defeat the petition by showing it is generally paying debts as
they come due.  The firm can also consent to bankruptcy and
convert the case in Chapter 11, where the firm's management would
remain in control, at least initially.


HOWREY LLP: U.S. Trustee Forms Creditors' Committee
---------------------------------------------------
Chapter11Cases.com reports that the United States Trustee
identified the members of the Official Committee of Unsecured
Creditors that has been appointed in the chapter 11 bankruptcy
case of former law firm Howrey LLP.

The members of the Creditors' Committee are:

         * Hines REIT
         * 321 North Clark Street LLC
         * LexisNexis, Inc.
         * Dewey & LeBoeuf LLP
         * Dun & Bradstreet
         * EMC Corporation
         * Matura Farrington Staffing Services, Inc.
         * Stephanie Langley

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March.  The firm
specialized in antitrust and intellectual-property matters.  The
three creditors filing the involuntary petition together have
$36,600 in claims, according to their petition.  The firm can
defeat the petition by showing it is generally paying debts as
they come due.  The firm can also consent to bankruptcy and
convert the case in Chapter 11, where the firm's management would
remain in control, at least initially.


HSRE-CDS I: Court Approves BBK Ltd. as Financial Advisor
--------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized HSRE-CDS I, LLC, to employ BBK,
Ltd. as financial advisor.

AS reported in the Troubled Company Reporter on May 31, 2011, BBK,
Ltd. is expected to, among other things:

   -- assist the Debtor in restructuring of its debt;

   -- identify the qualified participants for a financing
      transaction; and

   -- assist the Debtor in negotiations with the secured lender.

The hourly rates of BBK, Ltd.'s personnel are:

         Managing Directors              $500
         Senior Directors                $425
         Directors                       $375
         Manager                         $320
         Associates                      $250
         Analysts                        $195
         Praprofessional staff            $95

As of the Petition Date, BBK, Ltd. received $46,968 as payment for
prepetition services rendered.  BBK, Ltd., does not hold a
prepetition claim against the Debtor.

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

                         About HSRE-CDS I

Irving, Texas-based HSRE-CDS I, LLC, is a real estate company
engaged in the acquisition, ownership, operation, management,
leasing, financing, mortgaging and selling of real property.  It
is a partnership between campus-housing operator Collegiate
Management Group and private equity firm Harrison Street Real
Estate Capital LLC.

HSRE-CDS I filed for Chapter 11 protection (Bankr. D. Del. Case
No. 11-10972) on March 31, 2011.  The Debtor has not had
sufficient time to discuss with the new lender the terms and
conditions to use any cash collateral.  The bankruptcy case will
allow the Debtor the breathing room to negotiate with the new
lender about issues likely to be key in this case.

R. Craig Martin, Esq., at DLA Piper LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed assets of 1,256,241 plus
unknown and liabilities of $22,878,499 as of the Chapter 11
filing.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, was unable to
appoint an official committee of unsecured creditors in the
Debtor's case.


H.T. PUEBLO: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: H.T. Pueblo Properties LLC
          dba Ramada Pueblo
        4703 N. Freeway
        Pueblo, CO 81008-2058

Bankruptcy Case No.: 11-24718

Chapter 11 Petition Date: June 21, 2011

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

Judge: Michael E. Romero

Debtor's Counsel: David Warner, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: david.warner@sendwass.com

Scheduled Assets: $2,113,405

Scheduled Debts: $5,481,912

A list of the Company's 12 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cob11-24718.pdf

The petition was signed by Michael X. Hu, manager.


HUBBARD PROPERTIES: Hires Bacon & Bacon for Lease Issues
--------------------------------------------------------
Hubbard Properties, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida of an order authorizing
the continued retention of Bacon & Bacon, P.A., as special
counsel.

Bacon would represent the Debtor in connection with lease and
landlord/tenant matters, as well as other miscellaneous legal
matters that would arise in connection with the Debtor's property
and business.

Bacon's current hourly rate is $225.00.

Bacon does hold an unsecured claim against the Debtor in the
amount of $30,454.15, for similar services rendered to the Debtor
prior to the Petition Date.

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

                   About Hubbard Properties

Hubbard Properties owns and operates a retail and a retail and
entertainment complex located in Madeira Beach, Florida, commonly
known as the John's Pass Boardwalk.  The Property consists of
approximately 39,862 square feet of retail space located in five
buildings and a 322-car parking garage.  Portions of the Property
are currently leased to 11 tenants.

Investors Warranty of America claims that the principal amount
owed to it in connection with the redevelopment of the Property is
approximately $28.4 million secured by mortgages and security
interests in the Property.  The principal balance owed under the
latest loan documents and Second Amended and Restated Renewal
Secured Promissory Note dated May 1, 2008, is $22.6 million.  IWA
claims additional amounts are owed for accrued interest, late
charges, fees, pre-payment penalties, and other costs or advances
which the Debtor disputes.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,572,058 in
assets and $23,829,629 in liabilities as of the petition date.

Te Official Committee of General Unsecured Creditors of Hubbard
Properties, LLC, selected Hill, Ward & Henderson, P.A., as its
legal counsel.


HUBBARD PROPERTIES: Taps Claims Strategies as Claim Consultant
--------------------------------------------------------------
Hubbard Properties, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Claims
Strategies Group, LLC, as claim consultant.

Contemporaneously, with the filing of this application, the Debtor
has filed application to employ the Buzbee Law Firm as Special
Counsel to assist the Debtor in pursuing a recovery on the BP
Claim.

Pursuant to the Agreement for Consultant Services, CSG will:

   a. Provide assistance to Debtor and Buzbee in preparation of
      file documentation in order to assess the damage claims
      that are related to the Deep Water Horizon oil spill
      including estimates of loss, photographs, if necessary
      and reports summarizing the damage claim;

   b. Provide calculation of loss as an assessment to the
      damage claim;

   c. Investigate cause and origin, where necessary but limited to
      determination of the proximity of the claim to the cause and
      not to investigation of liability;

   d. Perform a review of claims to ensure that all legitimate
      claims costs are presented;

   e. Maintain a file of all documentation and reports developed
      in the course of assessing the damage claims; and

   f. Participate in any discussions or meetings between the
      Client and attorney as necessary for the settlement of the
      damage claim.

The Debtor believes that CSG's consulting services are necessary
to formulate economic damage models indicating the Debtor's losses
as a result of the Deepwater Horizon oil spill and to assist
Buzbee in evaluating the BP Claim.  CSG is currently assisting
Buzbee in representing scores of offshore workers, fishermen,
shrimpers, property owners, and numerous commercial businesses
affected by the oil spill, and has knowledge of the GCCF claims
process and how to determine the damages that the Debtor has
suffered as a result of the Deepwater Horizon oil spill.

CSG has agreed to provide the foregoing services to the Debtor on
a contingency basis equal to 5% of the recovery.  The fees are
contingent and payable only upon the successful payment to the
Debtor of a recovery on the BP Claim.

                       About Hubbard Properties

Hubbard Properties owns and operates a retail and a retail and
entertainment complex located in Madeira Beach, Florida, commonly
known as the John's Pass Boardwalk.  The Property consists of
approximately 39,862 square feet of retail space located in five
buildings and a 322-car parking garage.  Portions of the Property
are currently leased to 11 tenants.

Investors Warranty of America claims that the principal amount
owed to it in connection with the redevelopment of the Property is
approximately $28.4 million secured by mortgages and security
interests in the Property.  The principal balance owed under the
latest loan documents and Second Amended and Restated Renewal
Secured Promissory Note dated May 1, 2008, is $22.6 million.  IWA
claims additional amounts are owed for accrued interest, late
charges, fees, pre-payment penalties, and other costs or advances
which the Debtor disputes.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa on Jan. 27, 2011.  David S.
Jennis, Esq., Kathleen I. DiSanto, Esq., and J. A. McPheeters,
Esq., at Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,572,058 in
assets and $23,829,629 in liabilities as of the petition date.

Te Official Committee of General Unsecured Creditors of Hubbard
Properties, LLC, selected Hill, Ward & Henderson, P.A., as its
legal counsel.


INCREDIBLE DAVE'S: Restaurant Owes $551,000 to Robert Mattingly
---------------------------------------------------------------
Kevin Eigelbach at Business First reports that According to the
report, creditors listed in Incredible Dave's LLC's Chapter 11
petition include Robert Mattingly & Sons, 4743 Poplar Level Road,
owed $551,000; Crag Mackin, 445 E. Market St., $525,000; A.
Bollinger, 7400 S. Park Place, $502,000; Jay Mackin, 15200 Beckley
Crossing Drive, $350,000; and RS Capital LLC, Coral Gables, Fla.,
$315,000.

Incredible Dave's LLC operates a restaurant and entertainment
center in Louisville, Kentucky.  The Company filed for Chapter 11
bankruptcy protection on June 15, 2011 (Bankr. W.D. Ky. Case No.
11-32944).  Fred R. Simon, Esq., represents the Debtor.  The
Debtor estimated assets less than $50,000 and liabilities between
$1 million and $10 million as of the Chapter 11 filing.


INITECH RESTORATION: Marshall Defends Chapter 7 Settlement
----------------------------------------------------------
Jane Meinhardt, staff writer at Tampa Bay Business Journal,
reports that Branch Banking and Trust Co. objected to a proposed
settlement of Chapter 7 bankruptcy issues involving eight
companies owed by Brian Marshall.  Brian Marsall, who is embroiled
in state and federal litigation over allegations of money owed or
money improperly made, has responded to the objection.

Mr. Marshall sought Chapter 11 bankruptcy reorganization for
Initech Restoration and his seven other businesses in November
2009, but the court converted the case to Chapter 7 in April 2010.


INNKEEPERS USA: Wins Judge Interim OK for Chapter 11 Plans
----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman on Thursday gave her tentative blessing
to Innkeepers USA Trust's four reorganization plans, which include
the $1.1 billion sale of most of its hotels to Cerberus Capital
Management LP and Chatham Lodging Trust.

Law360 relates that Judge Chapman said she was satisfied with the
"global peace" that Innkeepers had reached in the hours before the
confirmation hearing, resolving nearly all objections to the plan.

                    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.


INTEGRA BANK: Suspending Filing of Plan Reports with SEC
--------------------------------------------------------
Integra Bank Corporation Employees' 401(K) Plan filed a Form 15
notifying of its suspension of its duty under Section 15(d) to
file reports required by Section 13(a) of the Securities Exchange
Act of 1934 with respect to its Plan Interests in the Integra Bank
Corporation Employees' 401(K) Plan.  Effective Jan. 20, 2011, the
Integra Bank Corporation common stock fund was eliminated from the
investment alternatives under the Integra Bank Corporation
Employees' 401(k) Plan and, as a result, interests in the Plan are
no longer required to be registered under the Securities Act of
1933, as amended.

Moreover, the Company filed a Post-Effective Amendment to the
Registration Statement on Form S-8 filed by Integra Bank,
registering shares of the Company's common stock for use as an
investment alternative in the Integra Bank Corporation Employees'
401(k) Plan.  Because the Plan will no longer be filing Annual
Reports on Form 11-K, the Company is deregistering the remaining
securities registered but unsold under the Registration Statement,
if any, in accordance with an undertaking made by the Company in
Part II of the Registration Statement to remove from registration,
by means of a post-effective amendment, any of the securities that
had been registered for issuance that remain unsold at the
termination of the offering.

                           About Integra

Headquartered in Evansville, Indiana, Integra Bank Corporation
(Nasdaq:IBNK) -- http://www.integrabank.com/-- is the parent of
Integra Bank N.A.  As of Dec. 31, 2010, Integra Bank has $2.4
billion in total assets.  Integra Bank currently operates 52
banking centers and 100 ATMs at locations in Indiana, Kentucky,
and Illinois.

In Integra Bank's annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010, Crowe Horwath LLP, in Louisville, Kentucky,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company's cumulative net loss to common shareholders from 2008
through 2010 exceeded $430 million and the Company has negative
shareholders' equity at Dec. 31, 2010.  "These results are
primarily due to asset impairments, particularly loans.  The
Company cannot currently generate sufficient revenue to support
its operating expenses and the Company's bank subsidiary has not
been able to achieve the capital levels required by regulatory
order.

The Company's balance sheet at March 31, 2011, showed $2.17
billion in total assets, $2.24 billion in total liabilities and a
$65.07 million total shareholders' deficit.


INTEGRATED HEALTHCARE: Reports $20.56-Mil. Profit in Fiscal 2011
----------------------------------------------------------------
Integrated Healthcare Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its Annual Report on Form 10-K
reporting net income of $20.56 million on $457.83 million of net
operating revenues for the year ended March 31, 2011, compared
with net income of $10.68 million on $383.37 million of net
operating revenues during the prior year.

The Company's balance sheet at March 31, 2011, showed $149.19
million in total assets, $167.75 million in total liabilities and
a $18.56 million total stockholders' deficiency.

BDO Seidman, LLP, in Costa Mesa, California, expressed substantial
doubt about Integrated Healtchcare Holdings, Inc.'s ability to
continue as a going concern, following the Company's results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has a working capital deficit and a net
stockholders' deficiency at March 31, 2010.

BDO USA, LLP, in Costa Mesa, Calif., did not include a going
concern qualification in its report for the Company's 2010
financial results.

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

                        http://is.gd/1JY1nq

                    About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare
Holdings, Inc. (OTC BB: IHCH) -- http://www.ihhioc.com/ -- owns
and operates four community-based hospitals located in southern
California.

This concludes the Troubled Company Reporter's coverage of
Integrated Healthcare until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


ISAACSON STRUCTURAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Isaacson Structural Steel, Inc.
        P.O. Box 67
        Berlin, NH 03570

Bankruptcy Case No.: 11-12416

Chapter 11 Petition Date: June 22, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  WILLIAM S. GANNON PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  E-mail: bgannon@gannonlawfirm.com

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

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

The petition was signed by Arnold P. Hanson, Jr., president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
James F. Stearns Co., Inc.         Services             $1,254,084
42 Winter Street
Pembroke, MA 02359

Contour Steel                      Services               $235,457
P.O. Box 7
Lake View, NY 14085-0007

Charles Leonard Const. Co., Inc.   Supplies               $226,282
183 Pembroke Road
Concord, NH 03301

Computer Detailing, Inc.           Services               $159,988

American Express Corporate Card    Credit Card Purchases  $154,692

John W. Meyers                     Consulting Fees        $100,000

Universal Steel Erectors, Inc.     Services                $99,356

DOWCO Consultants, Ltd.            Services                $95,419

Daniel Marr & Son Co.              Services                $76,623

United Steel Erectors, Inc.        Services                $76,556

Bret Steel Corporation             Services                $76,410

Metals USA Plates and Shapes       Supplies                $67,315

Virginia Tidewater Group           Services                $66,162
International

C.S.E. Inc.                        Services                $61,617

Colby Company, LLC                 Services                $52,493

Cigna Healthcare                   Insurance               $52,176

Haydon Bolts, Inc.                 Supplies                $43,341

MMW, Inc.                          Services                $35,149

O.B. Hill Trucking & Rigging Co.,  Services                $34,121
Inc.

Massachusetts Dept of Revenue      Taxes - May             $33,120


JER INVESTORS: Continues to Pay Outstanding Payment Defaults
------------------------------------------------------------
JER Investors Trust Inc. released its annual Statement of Affairs
of the Company, including its unaudited financial information, as
of and for the twelve months ended December 31, 2010.

As previously disclosed, the Company continues to have outstanding
payment defaults related to the following;

Payment default on its interest rate swap obligations to National
Australia Bank Limited, which based on its terms is classified as
a note payable on the Company's balance sheet.  As of April 19,
2010, NAB terminated the NAB Note Payable, and established a
termination value of $29.0 million.

Payment default on its junior subordinated notes with an
outstanding face amount of $70.3 million (the "Junior Subordinated
Notes").

Payment defaults on both of its collateralized debt obligations
due to a failure to pay interest on certain notes payable of both
CDOs driven by continuing declines in cash flow from commercial
mortgage backed securities held as collateral in both CDOs.

The Company's cash receipts continue to decline as delinquencies
and special servicing transfers on loans underlying its CMBS
continue to increase.  Considering these circumstances, it is
unlikely the Company will be able to repay its obligations under
the NAB Note Payable or Junior Subordinated Notes were the lenders
to demand payment.  In such event, the Company may have to
negotiate a settlement with such creditors, recapitalize,
refinance its obligations, sell some or all of its assets at
prices below current estimated fair value or seek to reorganize
under Chapter 11 or liquidate under Chapter 7 of the United States
Bankruptcy Code.  In any case, it is expected that its common
shareholders would not recover any value and unsecured creditors,
including holders of the NAB Note Payable and Junior Subordinated
Notes, would receive little, if any, value in relation to the
outstanding obligations.

In February 2011, the Company cured its outstanding payment
defaults related to its unfunded capital calls associated with its
investment in the JER US Debt Co-Investment Vehicle, L.P. (the "US
Debt Fund").  As a result, future distributions from the US Debt
Fund will not be withheld from the Company and effective April 1,
2011 the Company will be eligible to receive 50% of the management
fees paid by the US Debt Fund, or approximately $75,000 per
quarter to the Company.

The Company's unrestricted cash balances were $1.7 million and
$1.4 million at December 31, 2010 and May 31, 2011, respectively.

Currently, the Company's primary sources of liquidity are from its
non-CDO CMBS bonds, which are making payments to the Company at a
rate of approximately $100,000 per quarter.  The Company is no
longer receiving distributions from its retained interests in CDO
I and CDO II, and it does not expect to receive distributions from
such CDOs for the foreseeable future, if ever.  In addition, the
timing and amounts of future distributions from the Company's US
Debt Fund investment is uncertain.  As a result, the Company
continues to be focused on seeking to preserve liquidity by
minimizing its non-CDO cash operating costs to the extent possible
including the elimination of external board of directors fees and
audit fees.

A copy of recent historical cash receipts and disbursement
activity by sources and uses is available free at:

               http://ResearchArchives.com/t/s?7659

                      About JER Investors

JER Investors Trust Inc. is a specialty finance company quoted on
the Pink Sheets that manages a portfolio of commercial real estate
structured finance products.


JOHN STEVEN: Five Points & Sam's Kid Restaurants in Chapter 11
--------------------------------------------------------------
Gary Haber at Baltimore Business Journal reports that John Steven
Ltd. and Sam's Kid, two popular Fells Point restaurants, have
filed for Chapter 11 bankruptcy protection separately in U.S.
Bankruptcy Court in Baltimore.

The report relates that John Steven's largest unsecured creditor
is Kelly Rogers Burke, who is owed $135,591 in payroll, according
to court papers.  Andrew Burke, John Steven's president, declined
to discuss the reasons for the bankruptcy filing, he notes.

Based in Baltimore, Maryland, John Steven Ltd. aka Five Points
Tavern filed for Chapter 11 bankruptcy protection on May 29, 2011
(Bankr. D. Md. Case No. 11-21356).  Michael I. Gilbert, Esq.,
represents the Debtor.  The Debtor estimated assets of between $1
million and $10 million, and debts of between $100,000 and
$500,000.


JOHNSON RUBBER: District Court Won't Withdraw Reference in Suit
---------------------------------------------------------------
In Mark J. Welch, v. Carl Gordulic, et al., Case No. 10 MC 37
(N.D. Ohio), District Judge Patricia A. Gaughan denied motions to
withdraw the reference pursuant to 28 U.S.C. Sec. 157(d) filed by
defendants Carl Gordulic and Charles Price.  The judge said the
Defendants fail to meet their burden of establishing that cause
exists to withdraw the reference.  On Dec. 9, 2009, the Trustee
for Johnson Rubber Company filed an adversary proceeding against
Messrs. Gordulic and Price, alleging seven claims for relief: (1)
breach of fiduciary duties; (2) gross mismanagement; (3) corporate
waste; (4) intentionally fraudulent transfers; (5) constructively
fraudulent transfers; (6) recovery of avoided transfers; and (7)
avoidance and recovery of preferential transfers.  According to
defendants, counts four through seven are "core" claims for which
plaintiff seeks approximately $70,000 in relief.  Plaintiff seeks
relief in the amount of "several million dollars" on the remaining
claims.  A copy of the Court's June 22, 2011 Memorandum of Opinion
and Order is available at http://is.gd/WMXuRdfrom Leagle.com.

                      About Johnson Rubber

Headquartered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- provided engineered polymer
products to the automotive, road and bridge, casket and
recreational marine industries.  The company primarily produced
products for the original equipment manufacturer automotive
market.  Johnson Rubber and JR Holding Corp., were formed Dec. 8,
2005, to purchase certain assets of Duramax Inc.  Johnson Rubber
is a wholly owned subsidiary of JR Holding.

Johnson Rubber and JR Holding filed for Chapter 11 protection on
Dec. 11, 2007 (Bankr. N.D. Ohio Case No. 07-19391 and 07-19392).
The Debtors selected William I. Kohn, Esq., at Benesch Friedlander
Coplan & Aronoff LLP, as its counsel.  The Debtors selected Donlin
Recano & Company Inc. as claims agent.

The U.S. Trustee for Region 9 appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtors' cases.
McGuireWoods LLP represented the Committee in these cases.

As of March 3, 2008, the Debtor discloesd total assets at
$15,346,607 and total debts at $20,701,214.

On August 4, 2008, the Bankruptcy Court confirmed the Debtors'
Joint Plan of Liquidation.


J.S.P. INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: J.S.P. Investments, Inc.
          aka JSP Investments, Inc
              J.S.P., Inc.
        2801 Ridge Avenue
        Springfield, IL 62702

Bankruptcy Case No.: 11-71692

Chapter 11 Petition Date: June 24, 2011

Court: U.S. Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: James R. Enlow, Esq.
                  2050 W. Iles Avenue, Suite G-1
                  Springfield, IL 62704
                  Tel: (217) 679-0683
                  Fax: (217) 726-8861
                  E-mail: jre@enlowlaw.net

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

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

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

The petition was signed by Jeffrey S. Polen, president.


KB TOYS: Court Denies Prentice Bid to Dismiss Workers' WARN Action
------------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that the former owner of
KB Toys Inc. on Friday lost its bid to dismiss a putative class
action in Massachusetts alleging that it failed to properly notify
employees before ordering mass layoffs after the toy store chain
filed for bankruptcy in December 2008.

In a docket text-only order, Law60 relates, U.S. District Judge
Michael A. Ponsor denied Prentice Capital Management LP's motion
to dismiss the plaintiffs' amended complaint accusing the company
of violating the Worker Adjustment and Retraining Notification Act
of 1988.

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operated a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

KB disclosed assets of $241 million against debt totaling $362
million in its Chapter 11 petition filed.  The debts include $143
million in unsecured claims; and $200 million in secured claims,
including $95.1 million owed to first-lien creditors where General
Electric Capital Corp. serves as agent; and $95 million owed to
second-lien creditors.

The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales promptly after the Chapter 11 filing.


K-V PHARMACEUTICAL: Annual Meeting of Stockholders on Sept. 8
-------------------------------------------------------------
K-V Pharmaceutical Company currently plans to hold its 2011 Annual
Meeting of Stockholders at 10:00 a.m., central daylight time, on
Thursday, Sept. 8, 2011, at a location in the St. Louis, Missouri
metropolitan area to be disclosed in the Company's proxy materials
for the 2011 Annual Meeting.  Stockholders of record as of the
close of business on July 25, 2011, are entitled to notice of and
to vote at the 2011 Annual Meeting.

The 2011 Annual Meeting date represents a change of more than 30
days from the anniversary of the Company's 2009 Annual Meeting of
Stockholders.  As a result, pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, the Company has set a
new deadline for the receipt of any stockholder proposals
submitted pursuant to Rule 14a-8 for inclusion in the Company's
proxy materials for the 2011 Annual Meeting.  The new deadline for
the submission of the stockholder proposals pursuant to Rule 14a-8
is the close of business on July 7, 2011.  The Company has also
set the close of business on July 7, 2011, as the deadline for
submission of nominations and stockholder proposals submitted
outside of the process for proposals subject to Rule 14a-8.  Those
proposals should be delivered to: K-V Pharmaceutical Company, One
Corporate Woods Drive, Bridgeton, Missouri 63044, Attention:
Secretary.  The Company recommends that those proposals be sent by
certified mail, return receipt requested.  Proposals submitted
pursuant to Rule 14a-8 will also need to comply with the rules of
the Securities and Exchange Commission regarding inclusion of
stockholder proposals in the Company's proxy materials, and may be
omitted if not in compliance with applicable requirements.

                 About K-V Pharmaceutical Company

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

The Company reported a net loss of $174.0 million on $27.3 million
of net revenues for fiscal 2011, compared with a net loss of
$283.6 million on $9.1 million of net revenues for fiscal 2010.

The loss from continuing operations was $156.2 million and
$285.6 million in fiscal 2011 and fiscal 2010, respectively.

The Company's balance sheet at March 31, 2011, showed
$564.7 million in total assets, $938.7 million in total
liabilities, and a stockholders' deficit of $374.0 million.

BDO USA, LLP, in Chicago, Illinois, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.


KIEBLER RECREATION: Court Appoints Simon David as Trustee
---------------------------------------------------------
Ed Palatella at GoErie.com reports that U.S. Bankruptcy Judge
Randolph Baxter approved the trustee appointment of lawyer David
O. Simon.  Mr. Simon assumes oversight of the operations of the
Peak from Paul E. Kiebler IV, a real estate developer from
Chardon, Ohio, east of Cleveland.

Mr. Kiebler had controlled the resort as the owner of Kiebler
Recreation LLC, which bought the Peak from the Cross family, of
Waterford, in January 2006.

Huntington National Bank, owed more than $17 million, and other
creditors earlier this month petitioned for the appointment of a
trustee, claiming that Paul Kiebler was mismanaging the Peak.
They also said he failed to come up with a Chapter 11 plan for
Kiebler Recreation to reorganize, settle its debts and retain
ownership of the Peak.

                    About Kiebler Recreation

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

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

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


LAS VEGAS MONORAIL: Disclosure Statement Hearing Set for June 29
----------------------------------------------------------------
Las Vegas Monorail Company filed with the U.S. Bankruptcy Court
for the District of Nevada a proposed disclosure statement
explaining its third amended plan of reorganization on June 16,
2011.

Hearing on the approval of the Disclosure Statement is scheduled
for June 29, 2011, at 04:00 p.m.

The primary objective of the reorganization and restructuring
under the Plan is (i) to maximize returns to those creditors
entitled to recoveries from the estate, and (ii) to reorganize
and restructure the capital structure of the Debtor.  In
particular, the Debtor seeks to meet and harmonize four
objectives:

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

   (2) to maintain its non-profit status;

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

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

Bombardier's CapEx Projection determined that an initial
significant CapEx expenditure of $23,060,266 will be required in
2019 for full replacement of the Debtor's fare collection
equipment and platform doors.  At this time, the Debtor's
projected revenues are insufficient to both (i) meet its CapEx
needs in 2019 and 2024 and (ii) pay a portion of its proposed
restructured debt at maturity in 2019.  The Debtor's ability
to both (i) meet its CapEx needs in 2019 and 2024 and (ii) pay the
restructured debt at maturity is conditioned upon the Debtor
obtaining additional capital through expansion of the existing
Monorail system, obtaining federal infrastructure funds or grants,
or through private financing or investment.  The Debtor believes
that the Plan provides a reasonable opportunity to do this.

The Debtor, according to its counsel, Gerald M. Gordon, Esq., at
Gordon Silver, in Las Vegas, Nevada, desires to achieve these
objectives through an expeditious restructuring of, among other
things, the 1st Tier Bond Claims, and certain other debt
obligations of the Debtor and other actions described in the Plan.

Pursuant to Section 1123(a)(1) of the Bankruptcy Code, Allowed
Administrative Claims and Priority Tax Claims are not designated
as Classes under the Plan.  In general, these Claims consist of
the fees and costs of professionals employed on behalf of the
Estate.  The Holders of those unclassified Claims are not entitled
to vote on the Plan and will be paid in full under the Plan
consistently with the requirements of Section 1129(a)(9)(A) of the
Bankruptcy Code.

The Distributions under the Plan to each Class are summarized as
follows:

Class Description                 Treatment
----- -----------                 ---------
   1   Other Priority Claims       Unimpaired.  Paid in full in
                                   Cash.  No solicitation
                                   required.

                                   Est. Amount: $0

   2   Other Secured Claims        Unimpaired.  Paid in full in
                                   Cash or otherwise left
                                   Unimpaired.  No solicitation
                                   required.

                                   Est. Amount: $1,700

   3   General Unsecured Claims    Impaired.  Paid the lesser of
                                   (i) 100% of Allowed Claims or
                                   (ii) pro rata share of
                                   $175,000.  Solicitation
                                   required.

                                   Est. Amount: $150,00-$175,000

   4   Secured Portion of the      Impaired.  Cancellation of the
       1st Tier Bond Claims,       Debtor's obligations under the
       Ambac 1st Tier              1st Tier Note to be replaced in
       Bondholders' Surety Bond    part by the Cash Pay Notes and
       Claims and Ambac            the CapEx Notes.  Solicitation
       Insurance Claims            required.

                                   Est. Amount: $500,248,667

   5   Unsecured Portion of the    Impaired.  Cancellation of the
       1st Tier Bond Claims, the   Debtor's obligations under the
       Ambac 1st Tier Bondholders' 1st Tier note to be replaced
       Surety Bond Claims and      in part by the Capital
       Ambac Insurance Claims      Appreciation Notes.
                                   Solicitation Required.

                                   Est. Amount: -

   6   2nd Tier Bond Claims        Impaired.  Subordinated to
                                   payment in full of 1st Tier
                                   Bond Claims.  No distribution
                                   or recovery.  Debtor's
                                   obligations under the 2nd Tier
                                   Obligation will be
                                   extinguished.  No solicitation
                                   required.

                                   Est. Amount $158,749,493,
                                    plus interest

   7   3rd Tier Bond Claims        Impaired.  Subordinated to
                                   payment in full of 1st Tier
                                   Bond Claims and 2nd Tier Bond
                                   Claims.  Debtor's obligations
                                   under the 3rd Tier Note will be
                                   extinguished.  No distribution
                                   or recovery.  No solicitation
                                   required.

                                   Est. Amount: $48,500,000,
                                    plus interest

   8   Director Claims             Impaired.  Solicitation
                                   required.

                                   Est. Amount: $0

   9   Subordinated Claims         Impaired.  No distribution or
                                   recovery.  No solicitation
                                   required.

                                   Est. Amount: $0

A full-text copy of the proposed Disclosure Statement accompanying
the Third Amended Plan is available for free at:

                 http://ResearchArchives.com/t/s?7654


                   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 RAILWAY: Incurs $1.79 Million Net Loss in Fiscal 2011
---------------------------------------------------------------
Las Vegas Railway Express, Inc., filed with the U.S. Securities
and Exchange Commission its Annual Report on Form 10-K reporting a
net loss of $1.79 million on $0 of revenue for the year ended
March 31, 2011, compared with a net loss of $3.70 million on $0 of
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed $860,010 in
total assets, $1.81 million in total liabilities and a $954,567
total stockholders' deficit.

Hamilton, PC, in Denver, Colorado, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2010 results.  The independent auditors noted that
the Company suffered recurring losses from operations.

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

                        http://is.gd/6rJkJo

                      About Las Vegas Railway

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., formerly
Liberty Capital Asset Management, Inc. was formed March 9, 2007,
as Corporate Outfitters, a development stage company.  On Nov. 3,
2008, with a share exchange, asset purchase agreement the Company
acquired Liberty Capital Asset Management, a Nevada corporation,
formed in July of 2008 as a holding company for all the assets of
CD Banc LLC in contemplation of the company going public via a
reverse merger into a publicly trading corporation.

CD Banc LLC was formed in 2003 as a Nevada limited liability
corporation with the purpose of acquiring real estate assets and
holding them for long-term appreciation.

The Company acquired Las Vegas Railway Express (LVRE) in
January 2010 and began its operations as the primary business of
the Company.  The Company subsequently changed its name from Las
Vegas Railway Express, to Las Vegas Railway Express, Inc., and is
traded under the symbol XTRN.OB.


LAS VEGAS SANDS: Moody's Affirms Ba3 CFR; Outlook Positive
----------------------------------------------------------
Moody's Investors Service revised Las Vegas Sand Corp.'s rating
outlook to positive from stable and affirmed the company's Ba3
Corporate Family, Probability of Default, and senior secured debt
ratings. LVSC has an SGL-1 Speculative Grade Liquidity rating.

Ratings affirmed:

Las Vegas Sands Corp.:

   -- Corporate Family Rating at Ba3

   -- Probability of Default Rating at Ba3

   -- 6.375% senior notes due 2015 at Ba3 (LGD 4, 50%)

   -- Venetian Casino Resort, LLC and Las Vegas Sands, LLC
(as co-issuer):

   -- Senior secured revolver expiring 2012 at Ba3 (LGD 4, 50%)

   -- Senior secured revolver expiring 2014 at Ba3 (LGD 4, 50%)

   -- Senior secured term loan B due2014 at Ba3 (LGD 4, 50%)

   -- Senior secured term loan B due 2016 at Ba3 (LGD 4, 50%)

   -- Senior secured delayed draw term loan 1 due 2014 at Ba3
(LGD 4, 50%)

   -- Senior secured delayed draw term loan 1 due 2016 at Ba3
(LGD 4, 50%)

   -- Senior secured delayed draw term loan 2 due 2013 at Ba3
(LGD 4, 50%)

   -- Senior secured delayed draw term loan 2 due 2015 at Ba3
(LGD 4, 50%)

Ratings affirmed and to be withdrawn when the proposed transaction
closes:

Venetian Macao Limited:

   -- Senior secured term loans at Ba3 (LGD 4, 50%)

   -- Senior secured revolver at Ba3 (LGD 4, 50%)

RATINGS RATIONALE

The outlook revision to positive reflects a higher degree of
confidence on the part of Moody's that LVSC will be able to reduce
and sustain debt/EBITDA at or below 3.5 times on a gross basis,
the target leverage required for a one-notch ratings upgrade.

"Given Moody's current expectation of annual consolidated EBITDA
of between 2.7 and 2.8 billion for 2011, LVSC's debt/EBITDA will
likely be between 4.0 and 4.3 times by the end of that period, and
could reach 3.5 times by the end of 2012 if business conditions in
Asia remain strong," stated Keith Foley, a Senior Vice President
at Moody's. "However, LVSC would also need to adhere to a
conservative long-term financial policy in order to achieve a Ba2
Corporate Family Rating."

The positive outlook also incorporates Moody's favorable view of
LVSC's proposed refinancing. The company is in the process of
refinancing its existing Venetian Macau Credit facility with a
proposed $3.5 billion facility (not rated) that will extend that
subsidiary's debt maturity profile and is expected to result in a
substantial annual interest savings.

The affirmation of LVSC's Ba3 Corporate Family Rating reflects the
strong performance and the favorable growth prospects for the
company's Asian gaming assets, the high quality of its gaming and
resort assets, and very good liquidity profile. Risks include the
company's exposure to evolving regulatory environments along with
some degree of uncertainty on Moody's part regarding LVSC's
willingness to pursue a less aggressive financial and development
policy than it has in the past.

The Ba3 rating on LVCS's existing senior secured debt reflects a
consolidated rating approach, whereby Moody's views all of the
operations of Las Vegas Sands as a single enterprise for analytic
purposes, regardless of whether or not financings for some
subsidiaries are done on a stand-alone basis. The primary reason
for the consolidated rating approach is that despite restrictions
contained in the company's various financing documents, LVSC has
the ability to transfer significant amounts of cash among its
operating entities.

LVSC's SGL-1 Speculative Grade Liquidity rating reflects LVSC's
very good liquidity and anticipates a significant amount of free
cash flow generation in the next 12-15 months. The SGL-1 also
reflects the company's considerable consolidated cash balance and
revolver availability, and Moody's expectation that the company
will remain well in compliance with all of its subsidiary level
financial covenants.

The principal methodology used in rating Las Vegas Sands 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.

Las Vegas Sands Corp. owns and operates hotel and casino
integrated resort facilities in Las Vegas, NV, Bethlehem, PA,
Macau, China and Singapore. The company generates consolidated
annual net revenue of close to $7 billion.


LEAR CORP: S&P Lowers Ratings on Senior Unsecured Notes to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
on Lear Corp.'s 7.875% senior unsecured notes due 2018 and 8.125%
senior unsecured notes due 2020 to 'BB' from 'BB+' and revised the
recovery ratings to a '3' from a '2'. "A recovery rating of '3'
indicates our expectation that lenders will receive a meaningful
recovery (50% to 70%)," S&P said.

On June 17, 2011, the company amended and restated its credit
agreement in which it extended the maturity of the revolving
facility (unrated) from March 18, 2013, to June 17, 2016,
increased the commitment under the revolver to $500 million from
$110 million, and modified the interest rate payable on
outstanding borrowings under the facility.

"The BB/Stable/-- rating on Michigan-based Lear Corp. reflects our
assessment of the company's financial risk profile as intermediate
and its business risk profile as weak. The company is a Tier 1
supplier of seating systems and electrical power management
systems for the global light-vehicle market," S&P stated.

Lear Corp.

Corporate credit rating             BB/Stable/--

Rating lowered, recovery revised    To            From
Senior unsecured notes             BB            BB+
Recovery rating                    3             2


LEE'S FAMOUS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lee's Famous Recipes, Inc.
        171 Brooks Street, SE
        Fort Walton Beach, FL 32548

Bankruptcy Case No.: 11-68463

Chapter 11 Petition Date: June 24, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: rwilliamson@swlawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-68463.pdf

The petition was signed by Charles L. Cooper, Jr., president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Famous Recipe Company Operations, LLC 10-94027            11/10/10
  dba Mrs. Winner's


LEHR CONSTRUCTION: Court Extends Lease Decision Period to June 27
-----------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended the period for Jonathan L. Flaxer,
Esq., in his capacity as Chapter 11 trustee for Lehr Construction
Corp., to assume or reject real estate leases of non-residential
real property to June 27, 2011.

On June 27, the Court will convene a hearing to consider approval
of the Trustee's request for the extension of the lease decision
period to Sept. 19, 2011.

The Debtor is a tenant under two leases: (i) for its corporate
office located at 902 Broadway, in New York; and (ii) for its
warehouse located at 87-22 78th Street, in Woodhaven, in New York.

According to the Trustee, the Debtor, in conjunction with its
counsel, had spent considerable time negotiating with the landlord
for the corporate office to achieve crucial cost savings during
the pendency of the Debtor's bankruptcy case with regard to a
potential rejection damage claim.  The Trustee relates that since
his appointment, he is investigating possible cost savings under
both leases as well as whether there is any market for assignment
of the leases.  However, the Trustee said, he has only recently
been appointed and asked for the extension to avoid being forced
to make a premature decision as to whether the leases have value
for the estate before his investigation has concluded.

The Trustee asked for the extension to continue conversations with
the landlords for the leases and to have sufficient time to
evaluate whether the leases are valuable assets of the estate.

                    About Lehr Construction

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

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

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.


LENNAR CORP: Fitch Affirms IDR at 'BB+'; Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed its ratings for Lennar corporation,
including the company's Issuer Default Rating at 'BB+'. The Rating
Outlook is Stable.

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and slightly stronger prospects for the housing
sector this year. The ratings also reflect Lennar's successful
execution of its business model, geographic and product line
diversity, lessened joint venture exposure, and the still
challenging U.S. housing environment.

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

Lennar has solid liquidity with unrestricted homebuilding cash of
$1 billion as of Feb. 28, 2011. The company's debt maturities are
well-laddered, with no more than 10% of its total homebuilding
debt maturing through 2014. Although the company has sufficient
cash on hand to meet upcoming debt maturities, Fitch expects
Lennar to access the capital markets to refinance these
maturities. Lennar has demonstrated that it can access the capital
markets, even during periods of distress.

The company was the third largest homebuilder in 2010 and
primarily focuses on entry-level and first-time move-up
homebuyers. The company builds in 14 states with particular focus
on markets in Florida, Texas and California. Lennar's significant
ranking (within the top five or top 10) in many of its markets,
its largely presale operating strategy, and a return on capital
focus provide the framework to soften the impact on margins from
declining market conditions. Fitch notes that in the past,
acquisitions (in particular, strategic acquisitions) have played a
significant role in Lennar's operating strategy.

The company has reignited its 'Everything's Included' marketing
platform to ensure that its homes offer the best value proposition
in the marketplace. This platform targets the options and upgrades
that are most desirable to homebuyers (as determined by market
research) and includes them as standards in the price of the
homes. This program eliminates major structural upgrades (i.e.
homebuyers do not have the ability to move walls or plumbing, but
can still request other non-structural options such as cabinetry),
allowing the company to minimize its construction cycle time.
However, limiting options could also turn away potential customers
who would like to customize their homes (beyond what Lennar may
offer). At the peak of the cycle, approximately half of the
company closings were under the 'Everything's Included' platform,
while the other half was delivered under its Design Studio
program, which allowed homebuyers to customize through upgrades
and options. Management indicated that a majority of its
deliveries going forward will be under the 'Everything's Included'
platform.

Compared to its peers Lennar had above-average exposure to joint
ventures (JVs) during this past housing cycle. Longer-dated land
positions are controlled off balance sheet. The company's equity
interests in its partnerships ranged from 10% to 50%. These JVs
have a substantial business purpose and are governed by Lennar's
conservative operating principles. They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by Lennar. They help Lennar to match
financing to asset life. JVs facilitate just-in-time inventory
management. Notwithstanding, Lennar has been substantially
reducing its number of JVs over the last few years (from 270 at
the peak in 2006 to 38 as of Feb. 28, 2011) and, as a consequence,
has very sharply lowered its JV recourse debt exposure (from $1.76
billion to $178.7 million as of Feb. 28, 2011). In the future,
management will still be involved with partnerships and JVs, but
there will be fewer of them and they will be larger, on average,
than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow. In 2010, the company started to rebuild its
lot position and increased land and development spending. Lennar
spent roughly $523 million on new land purchases during 2010 and
had $181 million of land development spending during the year.
This compares to approximately $350 million of combined land and
development spending during 2009. During the first quarter of
2011, Lennar spent $158 million on new land purchases and roughly
$50 million in development expenditures. Fitch expects land and
development spending for 2011 to approximate 2010 levels. As a
result, Fitch expects Lennar to be cash flow negative this year.
Fitch is comfortable with this strategy given the company's cash
position, debt maturity schedule and proven access to the capital
markets.

The company has ramped up its investments in its newest segment,
Rialto Investments. This segment provides advisory services, due-
diligence, workout strategies, ongoing asset management services,
and acquires and monetizes distressed loans and securities
portfolios. (Management has considerable expertise in this highly
specialized business.) In February 2010, the company acquired
indirectly 40% managing member equity interests in two limited
liability companies in partnership with the FDIC, for
approximately $243 million (net of transaction costs and a $22
million working capital reserve). Lennar has also invested $64
million in a fund formed under the Federal government's Public-
Private Investment Program (PPIP), which is focused on acquiring
securities backed by real estate loans. On Sept. 30, 2010, Rialto
completed the acquisitions of approximately $740 million of
distressed real estate assets, in separate transactions, from
three financial institutions. The company paid $310 million for
these assets, of which $125 million was funded by a five-year
senior unsecured note provided by one of the selling financial
institutions. Rialto Investments had $752.3 million of debt, of
which $125 million is recourse to Lennar. Rialto provides Lennar
with ancillary income as well as a source of land purchases
(either directly or leveraging Rialto's relationship with owners
of distressed assets). Fitch views this operation as strategically
material to the company's operation, particularly as housing
activity remains at absolute low levels.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position. Negative rating actions could occur if
the anticipated recovery in housing does not materialize and the
company prematurely steps up its land and development spending,
leading to consistent and significant negative quarterly cash flow
from operations and diminished liquidity position. Positive rating
actions may be considered if the recovery in housing is sustained
and is significantly better than Fitch's current outlook, Lennar
shows continuous improvement in credit metrics, and the company
maintains a healthy liquidity position.

Fitch has affirmed these ratings for Lennar with a Stable Outlook:

   -- IDR at 'BB+';

   -- Senior unsecured debt at 'BB+'.

Fitch is also withdrawing Lennar's Short-term IDR of 'B'.


LENNY DYKSTRA: Judge Rejects Bid to Lower Bail in Fraud Case
------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that a California
judge on Friday rejected Lenny Dykstra's request to shave his bail
amount, saying that the former MLB star -- who faces bankruptcy
fraud charges -- violated the terms of his temporary home
detention last month by leaving his Los Angeles pad without court
approval.

                       About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LENOX CONDOMINIUM: Plan Confirmation Hearing Reset Until Thursday
-----------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York has rescheduled to June 30, 2011, at
10:00 a.m., the hearing to consider the confirmation of The Lenox
Condominium LLC's proposed Plan of Reorganization.  The hearing
was originally scheduled for June 16.

At the hearing, the Court will also consider the relief from stay
motion by secured creditor Capital One.

As reported in the Troubled Company Reporter on Dec. 21, 2010,
according to the Disclosure Statement, distributions to creditors
will be funded from the sale of the Debtor's condominium units
over a two-year period.

The net sale proceeds will be used as follows: (a) 82% of the
proceeds to Capital One on account of its secured claim; (b) 5% to
fund the Unsecured Creditor Fund; (c) fund all other classified or
unclassified Claims; and (d) to finally fund sales commissions,
marketing costs and general
operations.

In exchange for the guaranty by Uptown Partners, LLC, the sole
member of the Debtor, of the distribution to the unsecured
creditors, the holder of the allowed interests will retain its
allowed interest in the Debtor in proportion as existed prior to
the filing of the case.

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

                    About The Lenox Condominium

New York-based The Lenox Condominium LLC is in the real estate
development business.  It currently is the owner of 18 condominium
units in a 77-unit, 12-story, full-service luxury condominium
located on Lenox Avenue between 129th Street and 130th Street, in
New York, New York.  The Debtor's sole member is Uptown Partners
LLC, but its day-to-day affairs are managed by its president,
Lewis Futterman.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 10-11391) on March 17, 2010.  Adam Greene, Esq., Robert R.
Leinwand, Esq., and Robert M. Sasloff, Esq., at Robinson Brog
Leinwand Greene Genovese Gluck. P.C., in New York, represent
the Debtor.  The Company estimated assets and debts at $10 million
to $50 million.


LIBERTY ELECTRIC: Moody's Downgrades Credit Facility Rating to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded Liberty Electric Power, LLC's
first lien credit facilities including its $325 million
(approximately $250 million outstanding) term loan and its $35
million revolving credit facility, both due November 2014, to B1
from Ba3. The rating outlook is stable.

RATINGS RATIONALE

The rating downgrade reflects a deterioration in the financial
prospects for the project that has come primarily as a result of
the expiration of its long term hedge while wholesale power prices
have remained significantly below original expectations. As a
result, Moody's now anticipates approximately 50% of the project's
original $325 million credit facility, or approximately $300 / kw,
will remain outstanding at the time of its scheduled maturity in
November 2014; Liberty's original expectation was that the term
loan would be fully repaid from project cash flow.

Historically, the project benefited from a well-structured,
financially-settled energy hedge that was put in place in
conjunction with the 2007 refinancing and covered approximately
95% of capacity through 2010. This hedge expired at the end of
2010 without being extended or replaced. Although near the end of
2010, Liberty entered into several financially settled forward
energy sales and gas purchases covering 2011, the positions were
put in place at margins significantly below the original hedge,
and significantly below 2007 expectations for merchant market
sales. In addition, in early 2011, Liberty experienced a
significant forced outage event as well as extended planned
outages which will result in reduced revenue and cash flow.

For the period from 2008 -- 2010 Liberty's earnings and debt
service coverage ratios were generally in line with expectations,
for example average annual coverage of scheduled first lien debt
service (DSCR) was over 2.2 times. Going forward, in a Moody's
case that assumes power and gas prices consistent with current
forward curves, no additional hedges, an inflation rate of 2.5%,
and a plant capacity factor of 60%, the DSCR is expected to remain
at or above current levels, improving to over 3.0 times in 2013.
These metrics however, are significantly below Liberty's original
expectations where the DSCR in 2013 was expected to be over 7.5
times.

Moody's also anticipates the ratio of cash flow from operations
excluding changes in working capital after funding of the major
maintenance reserve (Project FFO) /debt will remain near its
current level of 10% until 2013, after which time it is likely to
move into the mid-teens. This is also significantly below
Liberty's 2007 expectations which included projections of Project
FFO/debt in 2011 and 2012 in the range of 25-35%. Although Moody's
anticipates modest improvement in metrics after 2011, the
improvement remains subject to merchant market conditions, and is
therefore still relatively unpredictable.

The stable outlook recognizes Liberty's Philadelphia location and
its competitive position within PJM east, a transparent and liquid
wholesale market that provides some level of stability and
predictability via annual capacity auctions where capacity
payments are determined three years in advance. The outlook
recognizes absence of hedge positions beyond 2011 which leaves the
project exposed to merchant risk. The rating considers the current
environment of persistently low market energy prices and Moody's
view that despite market pressures, over the near-to-medium term
the project is likely to demonstrate financial metrics
commensurate with its current B1 rating. The outlook further
reflects Moody's expectation that the project's recent forced
outage was indeed a one-time event, and not symptomatic of a more
general underlying maintenance issue and that Liberty will be able
to successfully manage its refinancing exposure in advance of the
2014 maturity of its credit facilities.

Upward pressure on the rating could develop if Liberty were to be
able to enter into additional hedges covering a substantial
portion of its capacity at favorable pricing for the remainder of
the term of the credit facilities, helping to ensure that only a
minimal amount, of debt would need to be refinanced at maturity.
Downward rating pressure could develop if the project were to
experience a prolonged decline in market energy prices such that
the financial metrics fall significantly below current
expectations; if Liberty experiences significant unanticipated
operating difficulties; or if its costs and expenses rise to
levels that would further materially impair its ability to pay
down the debt substantially before the maturity.

Liberty Electric Power, LLC (Liberty) owns and operates the
Liberty Electric Generating Station, a 575 MW (winter capacity)
combined-cycle gas turbine located 10 miles from downtown
Philadelphia in the PJM East market. Liberty is a wholly-owned
indirect subsidiary of investment funds managed by Strategic Value
Partners (SVP), which currently oversees interests in over 4,000
MW of US generation assets. The project is managed by Competitive
Power Ventures (CPV).

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


LOCAL TV: Moody's Affirms 'Caa1' CFR; Outlook Positive
------------------------------------------------------
Moody's Investors Service changed Local TV Finance, LLC's rating
outlook to positive from stable and affirmed the company's
existing ratings including its Caa1 Corporate Family Rating and
Probability of Default Rating as well as its debt instrument
ratings. The outlook change reflects Moody's expectations for
improving debt-to-EBITDA ratios as well as other credit metrics
over the rating horizon. Loss given default assessments and point
estimates were updated to reflect the current debt mix.

Issuer: Local TV Finance, LLC

   -- Corporate Family Rating: Caa1, No Change

   -- Probability of Default Rating: Caa1, No Change

   -- $30 million Senior Secured Revolver due 2013: B2, No Change
      (point estimates updated to LGD 2, 26% from LGD 2, 28%)

   -- Senior Secured Term loan B due 2013: B2, No Change (point
      estimates updated to LGD 2, 26% from LGD 2, 28%)

   -- 9.25%/10% Senior Unsecured PIK Notes due 2015: Caa2, No
      Change (point estimates updated to LGD 5, 81% from LGD 5,
      82%)

Outlook Actions

Issuer: Local TV Finance, LLC

   -- Outlook, Changed to Positive from Stable

Local TV's Caa1 corporate family rating reflects high leverage
with debt-to-EBITDA ratios of 9.1x for the two-years ended March
31, 2011 (including Moody's standard adjustments, or 7.9x net
debt-to-EBITDA). Leverage has improved from prior levels due to
EBITDA growth from recovery in demand for core advertising as well
as the increase in political advertising revenue in 2010. Moody's
expects EBITDA for FY2011 to significantly exceed the $31 million
reported in FY2009, resulting in two-year debt-to-EBITDA ratios
improving further to approximately 7.9x by December 2011 (or
approximately 6.7x net debt-to-EBITDA). Moody's believes the
company needs to continue reducing debt balances given expected
revenue declines in subsequent non-election years and
vulnerability to economic cycles. Ratings are supported by good
EBITDA margins achieved through cost savings from its operating
agreement with FoxCo Acquisition Sub and its management agreement
with Tribune Company. Cash balances of a minimum $60 million over
the rating horizon provide good liquidity. Moody's notes that
annual free cash flow-to-debt ratios of less than 3% for 2011
reflect required cash interest payments on the unsecured PIK notes
going forward. Lack of national or regional scale constrains
ratings, although the company benefits from a station portfolio
with diverse network affiliations and leading audience positions
as well as negotiating leverage due to its FoxCo and Tribune
agreements. As a television broadcaster, Local TV faces increased
competition for advertising dollars due to continued media
fragmentation.

The positive outlook reflects Moody's view that Local TV will grow
revenues and EBITDA (measured over consecutive two year periods)
and apply excess cash to reduce debt balances resulting in two
year debt-to-EBITDA ratios below 7.0x (including Moody's standard
adjustments). The outlook also incorporates the company
maintaining good liquidity and generating positive free cash flow,
despite the $21 million increase in cash interest payments.
Moody's will consider an upgrade if debt repayments result in
trailing two-year debt-to-EBITDA ratios trending below 7.0x and
the company refinances the majority of its 2013 debt maturities.
Local TV would also need to maintain good liquidity including
expectations for high single-digit and free cash flow-to-debt
ratios.

Inability to grow revenues or EBITDA resulting in two-year debt-
to-EBITDA ratios (including Moody's standard adjustments)
increasing above current levels could result in a downgrade.
Weakened liquidity, including negative free cash flow, could also
lead to a downgrade.

The principal methodology used in rating Local TV was the Global
Broadcast Industry Methodology, published June 2008.

Formed in early 2007 through the acquisition of nine television
stations from the New York Times Company, Local TV Finance, LLC,
owns ten television stations located in 8 mid-size markets (DMAs
43 to 100) across the United States. Network affiliations are
diversified among 4 CBS stations, 2 ABC, 2 NBC, 1 CW and 1 My
station. Local TV's parent company is 95% owned by affiliates of
Oak Hill Capital Partners. The company maintains headquarters in
Fort Wright, Kentucky and revenue for the twelve months ended
March 31, 2011, totaled approximately $180 million.

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

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


LOS ANGELES DODGERS: Files Ch. 11 to Pursue $3-Bil. Cable TV Deal
-----------------------------------------------------------------
Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D.
Del. Case No. 11-12010), estimating assets of up to $500 million
and debts of up to $1 billion.

Team owner Frank McCourt, who signed the Chapter 11 petition,
placed the club in bankruptcy after Major League Baseball
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll
this week.

The bankruptcy filing will protect the franchise financially and
provide a path that will enable the Club to consummate a media
transaction and capitalize the team, the team said in a statement.

Mr. Selig last week said the 17-year TV-rights deal, which Mr.
McCourt valued at about $3 billion, would harm the franchise in
the long term.  MLB took over the Dodgers' business operations
about two months ago.

"The Dodgers have delivered time and again since I became owner,
and that's been good for baseball," Mr. McCourt said in a
statement. "We turned the team around financially after years of
annual losses before I purchased the team.  We invested $150
million in the stadium.  We've had excellent on-field performance,
including playoff appearances four times in seven years.  And we
brought the Commissioner a media rights deal that would have
solved the cash flow challenge I presented to him a year ago, when
his leadership team called us a 'model franchise.'  Yet he's
turned his back on the Dodgers, treated us differently, and forced
us to the point we find ourselves in today.  I simply cannot allow
the Commissioner to knowingly and intentionally be in a position
to expose the Dodgers to financial risk any longer.  It is my hope
that the Chapter 11 process will create a fair and constructive
environment to get done what we couldn't achieve with the
Commissioner directly."

Fox Sports has exclusive cable television rights for Dodgers games
until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

                    $3-Bil. TV Rights Deal

The LA Dodgers experienced cash flow difficulties in 2010, due to
declines in attendance and after failing to reach the playoffs.

In 2010, the Debtor sought a $25 million advance of the telecast
agreement for the 2011 season.  Earlier this year, Mr. McCourt
obtained a $30 million personal loan from Fox Sports and used
$23.5 million of it to fund the Dodgers' payroll and other
expenses, according to court papers.

LAD has remained current in its obligations.  Dodgers assistant
treasurer Jeffrey Ingram though said that LAD is now on the verge
of running out of cash, the result of a perfect storm of events.
He explained that (i) as the collective bargaining agreement with
MLB players is scheduled to expire, about $17 million has been put
on reserve, (ii) After paying $10 million in deferred
compensation, LAD is required to make another payment of $10.5
million on June 30, 2011, and pre-fund $18 million that is not
payable until 2012, (iii) LAD has experienced a significant
decline in attendance this year, attributable in part to the
Commissioner's appointment of a "monitor" in April 2011, which
generated adverse publicity.

To generate cash, LAD has focused on monetizing its exclusive
cable television rights.  Following negotiations, it reached a new
deal under which Fox would retain exclusive cable television
rights for a period of 17 years, at rates in excess of the rates
currently paid under the present deal.

The Commissioner, however, refused to approve the deal, prompting
LAD to seek bankruptcy protection.

"The deal with Fox demonstrates that the Dodgers have enormous
value which substantially exceeds the team's current and future
liabilities," said Bruce Bennett, Esq., at Dewey & LeBoeuf. "The
team is entering the bankruptcy case with enough committed
financing to meet all of its short term expenses and to successful
reorganize. The media rights will, one way or another, generate
enough value to facilitate a reorganization."

The Dodgers will pursue a sale of the TV rights while in
bankruptcy.  The Fox Sports agreement included a $385 million
loan, of which $211.5 million was to go toward the team's
operations and working capital.

"The value of those rights is enormous, and when it is able to
unlock that value, LAD will be in a position to satisfy all of its
existing claims, pay debts as they become due, and generate a
substantial return for its equity holder," the team said.

Mr. Selig, however, rejected the deal last week.  "It is my
conclusion that this proposed transaction with FOX would not be in
the best interests of the Los Angeles Dodgers franchise, the game
of Baseball and the millions of loyal fans of this historic club,"
he said.

                   $150 Million in Financing

The Los Angeles Dodgers have received a commitment for $150
million in DIP financing from Highbridge Principal Strategies LLC,
a unit of JPMorgan Chase & Co.  The loan's interest rate is the
London interbank offered rate, or Libor, plus 7%, "provided that
at no time shall Libor be less than 3 percent."

The team said the financing will enable the Dodger organization to
fully meet its obligations going forward. There will be no
disruption to the Dodgers day-to-day business, the baseball team,
or to the Dodger fans.

Absent financing, the team doesn't have enough cash to make
payroll June 30 and needs access to at least $20 million to do so.

"Based on the commissioner's refusal to approve the proposed Fox
transaction, LAD does not have sufficient cash on hand to meet
substantial payroll expenses that come due on June 30, 2011," the
team said.

"This is a very expensive loan" for a company like the Dodgers,
Bloomberg News quotes Lynn LoPucki, a bankruptcy-law professor at
the University of California at Los Angeles. "If the assets are
worth the $500 million the debtor claims, repayment is virtually
certain."

Mr. Ingram said in a court filing that the team had "no adequate
alternative," as only Highbridge "was willing to provide a
commitment for financing of a sufficient amount and within the
debtors' time constraints."

According to the Los Angeles Times, MLB is expected to offer
alternative financing, on better terms.  MLB previously had said
it would not provide financing to Mr. McCourt unless he agreed to
sell the Dodgers.

                 MLB, Ex-Wife Balk at Bankruptcy Filing

"We have consistently communicated to Mr. McCourt that any
potential solution to his problems that contemplates mortgaging
the future of the Dodgers franchise to the long-term detriment of
the club, its loyal fans and the game of baseball would not be
acceptable," Mr. Selig said.

He added, "My goal from the outset has been to ensure that the
Dodgers are being operated properly now and will be guided
appropriately in the future for their millions of fans. To date,
the ideas and proposals that I have been asked to consider have
not been consistent with the best interests of Baseball. The
action taken today by Mr. McCourt does nothing but inflict further
harm to this historic franchise."

Mr. McCourt is fighting with his ex- wife, Jamie, over ownership
of the team.  A judge last year invalidated an agreement that Mr.
McCourt claimed made him the sole owner of the Dodgers, leaving
the team's ownership in limbo.  Jamie McCourt in their divorce
proceedings claimed an ownership interest in the assets of the
Debtors.  The ex-couple has agreed to a settlement in their
divorce proceeding, under which (i) Ms. McCourt agreed to the Fox
transaction, (ii) a one-day trial to determine ownership will be
held in August, and (iii) if Mr. McCourt prevailed, Ms. McCourt
would receive a payment of $100 million, which was to be funded in
part from the $385 million loan.

"T[he] bankruptcy filing is disappointing and disturbing," David
Boies, Esq., a lawyer for Jamie McCourt, said in a statement
issued on her behalf. "The rule or ruin philosophy that appears to
have motivated today's filing is bad for everyone who cares about,
or has an interest in, the Dodgers."

                       Games to Continue

Under Chapter 11, the Dodgers will continue to operate in the
ordinary course of business.  Pursuant to that authority, and
additional authority the Dodgers have sought in motions filed with
the bankruptcy court:

   * All salaries of Dodger employees will be paid and all Dodger
     employee benefits will continue.

   * The Dodgers will operate within their existing budget to sign
     and acquire amateur, international and professional players.

   * Ticket prices will remain the same and purchased tickets will
     continue to be honored.

   * All amenities at Dodger stadium will continue in place, and
     promotions will continue as usual.

   * Dodger vendors and suppliers will be paid any post-petition
     amounts in the ordinary course, with the intention of paying
     any prepetition amounts in full prior to or at the conclusion
     of the bankruptcy case.

                   About the Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional major league baseball club in the Los Angeles
metropolitan area.  McCourt, a Boston real-estate developer who
unsuccessfully bid for the Boston Red Sox, bought the Dodgers from
Rupert Murdoch's Fox Entertainment Gorup, Inc. in 2004 for $330
million.  McCourt also bought the Dodgers Stadium from Fox for
$100 million.

The Dodgers are members of Major League Baseball's National League
West Division.  Established in 1883, the team originated in
Brooklyn, New York, where it was known by a number of nicknames
before becoming the Dodgers definitively by 1932.  The team moved
to Los Angeles before the 1958 season.  They played their first
four seasons in Los Angeles at the Los Angeles Memorial Coliseum
before moving to their current home of Dodger Stadium, the third-
oldest ballpark in Major League Baseball.

The Dodgers have a storied history that dates back to the late
1800s.  While based in Brooklyn, the Dodgers became the first
Major League Baseball team with a black player when Jackie
Robinson took the field in 1947.  The Dodgers have won six World
Series, tied for fifth-most in baseball.  The team won its first
championship in 1955.

The Dodgers recently opened a new state of the art spring facility
in Arizona -- a 13,000 person stadium that it shares with the
Chicago White Sox.

The Dodgers are 35-44 this season, 9-1/2 games behind the San
Francisco Giants in the National League West.  Manager Joe Torre,
who led the team to the National League Championship Series in two
of three years at the helm, stepped down after last season.

The team is worth about $800 million, making it the third most
valuable baseball team after the New York Yankees and the Boston
Red Sox, according to Forbes.

Manny Ramirez, who last played for the Dodgers in 2010 and retired
in April, is identified as the largest unsecured creditor with a
claim of about $21 million. Ex-Dodgers player Andruw Jones has a
claim of about $11.1 million.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.


LOS ANGELES DODGERS: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Los Angeles Dodgers LLC
        aka LA Team Co. LLC
        Dodger Stadium
        1000 Elysian Park Avenue
        Los Angeles, CA 90012

Bankruptcy Case No.: 11-12010

Affiliates simultaneously filing Chapter 11 petitions:

        Entity                            Case No.
        ------                            --------
Los Angeles Dodgers Holding Company LLC   11-12011
LA Holdco LLC                             11-12012
LA Real Estate Holding Company LLC        11-12013
LA Real Estate LLC                        11-12014

Type of Business: Los Angeles Dodgers LLC operates a major league
                  baseball team.

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Donald J. Bowman, Jr., Esq.
                  Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  1000 West Street
                  17th Floor
                  Wilmington, DE 19801
                  Tel.: (302) 571-6600
                  E-mail: bankfilings@ycst.com

                          - and -

                  DEWEY & LEBOEUF LLP

Estimated Assets: $500 million to $1 billion

Estimated Debts:  $100 million to $500 million

The petitions were signed by Jeffrey J. Ingram, vice president and
assistant treasurer.

List of 40 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Manny Ramirez                      Contract           $20,992,086
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Andruw Jones                       Contract           $11,075,000
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Hiroki Kuroda                      Contract            $4,483,516
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Rafael Furcal                      Contract            $3,725,275
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Chicago White Sox                  Contract            $3,500,000
U.S. Cellular Field
333 West 35th Street
Chicago, IL 60616

Theodore Lilly                     Contract            $3,423,077
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Zach Lee                           Contract            $3,400,000
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Kazuhisi Ishii                     Contract            $3,300,000
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Juan Uribe                         Contract            $3,241,758
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Matthew O. Guerrier                Contract            $3,090,659
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Juan Pierre                        Contract            $3,050,000
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Marquis Grissom                    Contract            $2,719,146
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Jon S. Garland                     Contract            $1,211,538
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Levy Restaurants                   Trade Debt            $588,322
1000 Elysian Park Avenue
Los Angeles, CA 90012

Andre E. Ethier                    Contract              $559,066
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Jamey Carroll                      Contract              $508,791
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Alexander Santana                  Contract              $499,500
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Jonathan R. Broxton                Contract              $423,077
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Chad Billingsly                    Contract              $379,258
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Continental Airlines               Trade Debt            $339,403
Charter Department
1600 Smith Street, HQSSD
Houston, Texas 77002

William Casey Blake                Contract              $332,418
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

Bank of America                    Credit Card           $316,243
PO Box 15731                       Debt
Wilmington, DE 19886-5731

Highmark Blue Shield               Trade Debt            $315,022
P.O. Box 382146
Pittsburg, PA 15250

James A. Loney                     Contract              $294,643
c/o Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, CA 90012

KABC-AM Radio 790                  Trade Debt            $273,321
Attn: Nancy Calalang-
Business Office
3321 South La Cienega Blvd
Los Angeles, CA 90016

Office of Finance                  Tax                   $240,563
City of Los Angeles
(City Business Tax Audit
2007-2009)

Matthew R. Kemp                    Contract              $216,944

Rodrigo Barajas                    Contract              $196,429

P2 Promo                           Trade Debt            $175,326

Hong-Chih Kuo                      Contract              $164,698

AVM Systems                        Trade Debt            $160,000

Vincent E. Scully                  Contract              $152,778

Scott McGough                      Contract              $150,300

Raydel Sanchez                     Contract              $125,000

Vicente D. Padilla                 Contract              $120,879

Francisco Villa                    Contract               $80,000

Jesus Valdez                       Contract               $75,000

Chris O'Brien                      Contract               $75,000

Deloitte Tax LLP                   Trade Debt             $74,000

Covington & Burling LLP            Trade Debt             $73,397


LPATH INC: Five Directors Elected at Annual Meeting
---------------------------------------------------
The annual meeting of the stockholders of Lpath, Inc., was held on
June 22, 2011.  The stockholders (1) elected Jeffrey A. Ferrell,
Charles A. Mathews, Scott R. Pancoast, Daniel H. Petree and
Donald R. Swortwood to Board Directors and (2) ratified the
appointment of Moss Adams, LLP, as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2011.

                          About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $4.60 million on $7.83 million
of total revenues for the year ended Dec. 31, 2010, compared with
net income of $3.98 million on $11.91 million of total revenues
during the prior year.

The Company's balance sheet at March 31, 2011, showed $22.51
million in total assets, $20.90 million in total liabilities and
$1.61 million in total stockholders' equity.

As reported by the TCR on March 28, 2011, Moss Adams LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial statements at the end of 2009.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.  In its audit report for 2010, the auditor did not
issue a going concern qualification.


LV KAPOLEI: Plan Seeks Loan Extension; Members to Provide Funding
-----------------------------------------------------------------
LV Kapolei 54, LLC, has filed with the U.S. Bankruptcy Court for
the District of Hawaii, a reorganization plan that contemplates a
three-year extension of its $23.5 million loan with Central
Pacific Bank.

According to the explanatory disclosure statement, the Plan also
requires $1.7 million in additional capital sourced from the
Debtor's members under a capital contribution funding agreement,
under which each equity holder will be allowed an equity interest
at these rates:

     Equity Holder                       Allowed Equity Interest
     -------------                       -----------------------
     Lokahi KBP, LLC                             10.000%
     RSF Kapolei, L.P.                           31.333%
     HG Capital VI, LLC                          18.525%
     HG Capital VII, LLC                         38.475%
     Maui Development Company, Ltd.               1.042%
     Mark E. Pearson                              0.417%
     BGF&F Kapolei, LLC                           0.208%

The Plan classifies claims into four classes:

     a. Class 1 (Allowed CPB Secured Claim) - the CPB Promissory
        Note and CPB Mortgage will be extended to the 3rd
        anniversary of the Effective Date.  The Debtor will pay
        monthly interest on the Modified Note on 30th day after
        the Effective Date at four percentage points over LIBOR
        until fully paid.

     b. Class 2 (Allowed General Unsecured) - Holders of Allowed
        General Unsecured Claims will be paid in full their
        Allowed Claims with 6% interest per annum in eight equal
        quarterly installments, beginning on the 90th day after
        the Effective Date, and ending on the 2nd anniversary of
        the Effective Date.

     c. Class 3 (Allowed Subordinated Claims) - Holders of Allowed
        Subordinated Claims will receive payment in full or pro
        rata in accordance with return provided them under the
        Debtor's Operating Agreement, provided that the members of
        Class 1 and Class 2 have first been paid in full.

     d. Class 4 (Allowed Equity Interests) - Holders of Allowed
        Equity Interests in the Debtor are unimpaired and will
        retain their equity interest in the Debtor in accordance
        with the terms of the Debtor's Operating Agreement.

The Debtor will continue the marketing and sale of the remaining
condominium units until all units are sold and the proceeds
distributed in accordance with the Plan.

The hearing for the motion to approve the Debtor's disclosure
statement is scheduled on July 18, 2011, at 2:00 p.m.

                          About LV Kapolei

San Francisco, California-based LV Kapolei 54, LLC, is developing
the 54-acre Kapolei Business Park in Hawii.  The Debtor filed for
Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No.
11-00981) on April 8, 2011.  James A. Wagner, Esq., at Wagner
Choi & Verbrugge, serves as the Debtor's bankruptcy counsel.  The
Debtor disclosed $35,162,973 in assets and $23,955,318 in
liabilities as of the chapter 11 filing.


M & B INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: M & B Investment Corporation
        3007 Ripplewood Drive
        Seffner, FL 33584

Bankruptcy Case No.: 11-12061

Chapter 11 Petition Date: June 24, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  DAVID W. STEEN, P.A.
                  13902 N. Dale Mabry Highway, Suite 110
                  Tampa, FL 33618
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100
                  E-mail: dwsteen@dsteenpa.com

Scheduled Assets: $1,861,984

Scheduled Debts: $3,905,827

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-12061.pdf

The petition was signed by Brenda Ficken, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Brenda Ficken                         10-08067            04/07/10


MAJESTIC CAPITAL: U.S. Trustee Appoints 3-Member Creditors' Panel
-----------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 3, under 11
U.S.C. SEC 1102(a) and (b), appointed the following amended
unsecured creditors who are willing to serve on the Official
Committee of Unsecured Creditors of Majestic Capital,
Ltd., fdba CRM Holdings, Inc.

The Creditors Committee members are:


      1. BNY Mellon Trust Company, NA
         101 Barclay Street - 8 West
         New York, NY 10286
         ATTN: Alex Chang
         Vice President
         Tel: (212) 815-2816
         Fax: (732) 667-9384

      2. Wilmington Trust Company
         Trustee
         1100 N. Market Street
         Wilmington, DE 19890-1615
         ATTN: Suzanne Mac Donald
         Vice President
         Tel: (302) 636-6530
         Fax: (302) 636-4149

      3. Oakwood Partners, LLC
         P.O. Box 1580
         Poughkeepsie, NY 12601
         ATTN: David S. Kaminski
         Asset Manager
         Tel: (845) 463-1701
         Fax: (845) 463-0712

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.


MCINTOSH BANCSHARES: Sold Unit to Bank Prior to Receivership
------------------------------------------------------------
McIntosh Bancshares, Inc., on June 16, 2011, entered into a Stock
Purchase Agreement with United Bank, based in Zebulon, Georgia,
pursuant to which the Company sold to United Bank all of the
issued and outstanding common stock of its wholly-owned
subsidiary, McIntosh Financial Services, Inc., for aggregate cash
consideration of $75,375.  The net proceeds of the sale were paid
to the Pension Benefit Guaranty Corporation as negotiated
consideration for a release of MFS's liability as a co-sponsor of
the Company's pension plan.  The transaction was consummated on
June 17, 2011.

On June 17, 2011, the Georgia Department of Banking and Finance
closed McIntosh State Bank, which is a wholly owned banking
subsidiary of McIntosh Bancshares, Inc., and the Federal Deposit
Insurance Corporation was named as the receiver of the Bank.

In connection with the closure of the Bank, the FDIC issued a
press release, dated June 17, 2011, announcing that:

   * The FDIC entered into a purchase and assumption agreement
     with Hamilton State Bank to assume all of the deposits of the
     Bank.  Accordingly, all depositors of the Bank, including
     those with deposits in excess of the FDIC's insurance limits,
     will automatically become depositors of Hamilton State Bank
     for the full amount of their deposits, and they will continue
     to have uninterrupted access to the Bank's deposits.
     Depositors will continue to be insured with Hamilton State
     Bank, so there is no need for customers to change their
     banking relationship to retain their deposit insurance.

   * Beginning on Saturday, June 18, 2011, the offices of the Bank
     will open for business as branches of Hamilton State Bank.

   * In addition to assuming all of the deposits of the Bank,
     Hamilton State Bank purchased essentially all of the Bank's
     assets pursuant to a loss-share transaction of approximately
     $242.1 million of the Bank's assets.  The loss-share
     transaction provides for Hamilton State Bank and the FDIC to
     share in the losses on the assets covered under this
     agreement.

   * Customers who have questions about the foregoing matters, or
     who would like more information about the closure of the
     Bank, can visit the FDIC's Web site at http://is.gd/rt3Bn2
     or call the FDIC toll-free at (800) 913-5370.

                     About McIntosh Bancshares

Jackson, Ga.-based McIntosh Bancshares, Inc., operates as the bank
holding company for McIntosh State Bank that provides commercial
banking products and services to individuals and corporate
customers in Georgia.


MEM INVESTMENTS: Plan Documents Have Inconsistencies
----------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed MEM Investments, LLC,
and its affiliated debtor-entities to amend their "Third Amended
Combined Joint Plan of Reorganization and Disclosure Statement
Under Chapter 11 of the Bankruptcy Code" filed June 7, 2011.
Judge Tucker said he cannot grant preliminary approval of the
disclosure statement, citing problems which the Debtors must
correct.  Among other things, Judge Tucker said the description of
the treatment of Class E-1 Equity Interests is inconsistent.
Article III of the Plan states that this class is "Not Impaired --
Deemed to Accept."  This is consistent with Paragraph C.2 of the
Disclosure Statement, which states that Class E-1 Equity Interests
is "Unimpaired/Deemed to Accept."  However, both of these
provisions are inconsistent with Paragraph 4.5(a) of the Plan,
which states that "Class E-1 is impaired by the Plan.  The holders
of Equity Interests in the Debtors are conclusively presumed to
have voted to reject the Plan and, accordingly, they are not
entitled to vote to accept or reject the Plan."  The Debtors also
must delete the phrase "New Money Alternative", because there is
no longer a "New Money Alternative."  The amendments were due by
June 23, 2011.

A copy of the Court's June 20, 2011 Order is available at
http://is.gd/Fen5fcfrom Leagle.com.

                       About MEM Investments

MEM Investments, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.
Mich. Case No. 10-67143) on Aug. 30, 2010.  The case is being
jointly administered with the cases of Post Six, Inc. (Case No.
10-67149); S&J Post, Inc. (Case No. 10-67151); Real Entertainment,
LLC (Case No. 10-67153); The Elephant, Inc. (Case No. 10-67154);
Entertainment Holdings, LLC (Case No. 10-67155); and BCB
Development Associates, LLC (Case No. 10-67162).


MEM INVESTMENTS: CB 2010's Plan Documents Have Deficiencies
-----------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed CB 2010, LLC, the
assignee of the claims of Citizens Bank, amend its Combined Plan
and Disclosure Statement filed June 9, 2011, in the bankruptcy
cases of MEM Investments LLC.  Judge Tucker cited problems in the
disclosure statement that CB 2010 must correct.  Among others, CB
2010 must estimate the total amount of fees that will be owing to
Honigman, Miller, Schwartz and Cohn, LLP.  CB 2010 also must
revise the provision regarding "Effect of Confirmation" so that it
states in its entirety:

     E. Effect of confirmation

        If the Plan is confirmed by the Court:

        1. Its terms are binding on the debtor, all creditors,
shareholders and other parties in interest, regardless of whether
they have accepted the Plan.

        2. Except as provided in the Plan and in 11 U.S.C. Section
1141(d): In the case of a corporation that is liquidating and not
continuing its business, as with this Plan:

         (1) Claims and interests will not be discharged.
         (2) Creditors and shareholders will not be prohibited
from asserting their claims against or interests in the debtor or
its assets.

The plan amendments were due June 23, 2011.

A copy of the Court's June 20, 2011 Order is available at
http://is.gd/GqmfNVfrom Leagle.com.

                       About MEM Investments

MEM Investments, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.
Mich. Case No. 10-67143) on Aug. 30, 2010.  The case is being
jointly administered with the cases of Post Six, Inc. (Case No.
10-67149); S&J Post, Inc. (Case No. 10-67151); Real Entertainment,
LLC (Case No. 10-67153); The Elephant, Inc. (Case No. 10-67154);
Entertainment Holdings, LLC (Case No. 10-67155); and BCB
Development Associates, LLC (Case No. 10-67162).


MERIT GROUP: Court Approves McNair Law as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
District of South Carolina authorized the Merit Group Inc. and its
debtor-affiliates to employ McNair Law Firm PA as their bankruptcy
counsel.

The firm's customary hourly rates are:

     Shareholders and counsel   $250 - $500
     Associates, of counsel
       and special counsel
       attorneys                $160 - $350
     Paralegals                 $100 - $140
     Law clerks                  $70 -  $90

Michael Beal, Esq., a shareholder at McNair, attests that his firm
is a "disinterested person" as that term is defined by Section
101(14) of the Bankruptcy Code.

Mr. Beal discloses that in the 90 days prior to the petition date,
McNair received $341,000 as retainer in connection with preparing
for and conducting the Chapter 11 filings.  McNair has applied
$223,668 of that retainer to its prepetition bankruptcy fees and
expenses.  It is holding the balance of $117,331 in its retainer
account.

Mr. Beal can be reached at:

          Michael M. Beal, Esq.
          McNAIR LAW FIRM, PA
          1221 Main Street, Suite 1800
          PO Box 11390
          Columbia, SC 29211
          Tel: (803) 799-9800
          Fax: (803) 753-3278
          E-mail: mbeal@mcnair.net
                  mweaver@mcnair.net

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; Alvarez & Marsal
North America LLC, restructuring consultants; Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Court Approves Cole Schotz as Committee's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
District of South Carolina authorized the Official Committee of
Unsecured Creditors of the Chapter 11 cases of the Merit Group
Inc. and its debtor-affiliates to retain Cole, Schotz, Meisel,
Forman & Leonard, P.A., as counsel effective as of May 25, 2011.

According to the Troubled Company Reporter on June 9, 2011, as the
Committee's counsel, the firm will, among other things:

   (a) advise the Committee with respect to its rights, duties
       and powers in these chapter 11 cases;

   (b) assist and advise the Committee in its consultations
       with the Debtors relative to the administration of
       these chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure
       and in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition
       of the Debtors and of the operation of the Debtors'
       businesses; and

   (e) assist the Committee in its investigation of the liens
       and claims of the Debtors' pre-petition lender and the
       prosecution of any claims or causes of action revealed
       by such investigation.

Compensation will be payable to Cole Schotz on an hourly basis,
plus reimbursement of actual, necessary expenses incurred by the
firm.

The attorneys presently designated to have primary responsibility
in representing the Committee, and their standard hourly rates,
are:

        Irving E. Walker, Esq.           $535.00
        G. David Dean, Esq.              $350.00
        Gary Leibowitz, Esq.             $425.00

The firm's current hourly rates are:

        Designations                     Hourly Rates
        ------------                     ------------
        Members and Special Counsel      $350 to $750
        Associates                       $210 to $380
        Paralegals                       $170 to $235

G. David Dean, Esq., a partner of Cole, Schotz, Meisel, Forman &
Leonard, P.A., attested that his firm is a "disinterested person"
as that term is defined by Section 101(14) of the Bankruptcy Code.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; Alvarez & Marsal
North America LLC, restructuring consultants; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Court Approves J.H. Cohn as Panel's Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
District of South Carolina authorized the Official Committee of
Unsecured Creditors of the Chapter 11 cases of the Merit Group
Inc. and its debtor-affiliates to retain J.H. Cohn LLP as
financial advisor.

According to the Troubled Company Reporter on June 9, 2011, J.H.
Cohn will, among other things:

     (a) Review of all financial information prepared by the
         Debtors or their consultants as requested by the
         Committee, including, but not limited to, a review
         of Debtors' key motions to identify case strategy
         issues;

     (b) Gain an understanding of the Debtors' assets;

     (c) Review the Debtors' debtor-in-possession/cash
         collateral budget;

     (d) Establish reporting procedures that will allow for
         the monitoring of the Debtors' activities; and

     (e) Prepare preliminary dividend analysis to determine
         potential return to unsecured creditors.

J.H. Cohn will charge a flat monthly fee for its services:

     (a) $15,000.00 for May 2011;

     (b) $40,000.00 per month for the period June 1, 2011
         through a closing on a sale of the Debtors' assets
         pursuant to section 363 of Bankruptcy Code
         (prorated if such Sale closes in the middle of a
         month); and

     (c) $10,000 per month for monitoring activities after
         the Sale closes.

Clifford A. Zucker, CPA, a partner of J.H. Cohn LLP, assured the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                         About Merit Group

Based in Spartanburg, South Carolina, The Merit Group Inc.,
formerly Lancaster Distributing Company, serves as one of the
leading paint sundries distributors in the United States.  Its
markets also include Mexico, the Caribbean Islands, Central
America and South America.

Merit Group filed for Chapter 11 bankruptcy protection (Bankr. D.
S.C. Lead Case No. 11-03216) on May 17, 2011.  Judge Helen E.
Burris presides over the case.  Michael M. Beal, Esq., McNair Law
Firm PA, represents the Debtors.  The Debtors selected Kurtzman
Carson Consultants LLC as their claims agent; and Morgan Joseph
TriArtisan LLC, investment banker.  In its petition, Merit Group
estimated assets of $1 million and $10 million and debts between
$50 million and $100 million.

DIP Lender Regions Bank is represented by lawyers at Nexsen Pruet
Jacobs & Pollard and Parker, Hudson, Rainer & Dobbs, LLP.

The U.S. Trustee has named seven members to the Official Committee
of Unsecured Creditors.


MERIT GROUP: Has Final Approval for $55-Mil. of DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
District of South Carolina authorized the Merit Group Inc. and its
debtor-affiliates to access $55 million in postpetition financing
from Regions Bank.

The Court also authorized the Debtors to use cash collateral.

According to the Debtors, their need to use Cash Collateral and to
obtain DIP facility is immediate and critical to enable the
Debtors to continue operations and to administer and preserve
the value of their estates.  The ability of the Debtors to finance
their operations, maintain business relationships with their
vendors, suppliers, and customers, to pay their employees, and
otherwise finance their operations requires the availability
of working capital from the DIP facility and the use of cash
collateral as provided herein, the absence of which would
immediately and irreparably harm the Debtors, their estates,
their creditors, and their equity holders.

The Debtors said they do not have sufficient available sources
of working capital and financing to operate their businesses or
maintain their properties in the ordinary course of business
without the DIP facility and authorized use of cash collateral.

The Debtors granted the lender perfected security interests in and
liens of the Debtors' property as adequate protection.

As of the petition date, there was outstanding under the pre-
petition loan facility owed to the lender:

   a) revolving credit loans in the approximate principal amount
      of $47,286,000;

   b) term loans in the approximate principal amounts of $916,679,
      $794,428;

   c) reimbursement obligations for any draws made upon letters of
      credit issued by the pre-petition Lender, for the account of
      the Debtors, in the aggregate face amount of approximately
      $590,000;

   d) interest rate hedging obligations having an aggregate
      exposure to the Debtors of approximately $120,000, $413,000,
      and $987,700; and

   e) corporate credit card debt in amounts that fluctuate
      daily.

Based in Spartanburg, South Carolina, the Merit Group Inc.
formerly Lancaster Distributing Company filed for Chapter 11
bankruptcy protection (Bankr. D. S.C. Lead Case No. 11-03216) on
May 17, 2011.  Judge Helen E. Burris presides over the case.
Michael M. Beal, Esq., McNair Law Firm PA, represents the Debtors.
The Debtors selected Kurtzman Carson Consultants LLC as their
claims agent; Alvarez & Marsal North America LLC, restructuring
consultants; Morgan Joseph Triarisan LLC, investment banker.

The Debtors estimated assets of $1 million and $10 million and
debts between $50 million and $100 million.


METHODIST HOSPITAL: Moody's Places Ba3 Bond Rating on Watchlist
---------------------------------------------------------------
Moody's Investors Service has placed the Ba3 rating of Methodist
Hospital on review, direction uncertain, affecting $69.3 million
in rated debt outstanding.

SUMMARY RATINGS RATIONALE

The Watchlist action is prompted by the lack of issuer information
regarding operations, strategy and status of disproportionate
share funding. Moody's notes the improvement in operating
performance and liquidity growth in fiscal years 2009 and 2010. If
the information is not obtained within the next 60 days, Moody's
will take appropriate rating action which could include the
withdrawal, raising or lowering of the rating.

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.

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

The date on which some Credit Ratings were first released goes
back to a time before Moody's Investors Service's Credit Ratings
were fully digitized and accurate data may not be available.
Consequently, Moody's Investors Service provides a date that it
believes is the most reliable and accurate based on the
information that is available to it.


MIDDLESEX COUNTY: Moody's Maintains B3 Rating on Sr. Revenue Bond
-----------------------------------------------------------------
Moody's Investors Service maintained the B3 rating and the
negative outlook on the Middlesex County Improvement Authority's
Heldrich Hotel's $29.8 million 2005 Series A and $2.8 million 2007
Series A senior revenue bonds. The rating reflects the continued
weak operational and financial performance of the Hotel and
Moody's opinion that performance will continue to face over the
near to medium term. The negative outlook is based on the
instability of the hotel's occupancy and daily rates, as well as
the narrow cash balances remaining after meeting debt service
payments and the depleted the FF&E reserve.

What could change the rating - UP

Improved and sustainable occupancy rates resulting in higher
RevPAR resulting in stronger debt service coverage margins could
put upward pressure on the ratings.

What could change the rating - DOWN

Downward pressure on the ratings would occur if occupancy rates
and average daily room rates continue to decline and fail to reach
the forecasted levels. Ratings may decline multiple notches if the
hotel misses its senior debt payment, uses its senior debt service
reserve fund, and/or if the senior bondholders decide to
accelerate the debt payment or sign a forbearance agreement.

Recent Developments

The hotel is still struggling to stabilize its occupancy rates and
increase its average daily rate back to its original projections,
however the demand decline has slowed down and there have been
improvements in the hotel's group rates. At the time of the last
rating committee in July 2009, the hotel forecasted to finish the
year with a 57% occupancy and a $147 average daily rate with $151
for groups and $116 for transient customers. The hotel finished
2010 with the same 57% occupancy rate, however it experienced a
7.7% decline on its group rate and reduced the group rate to $139;
the transient group rate stayed the same.

As of April 30, 2011, the hotel's average group rate remained at
$140 and increased to $124 for the transient rate and resulting in
a 52% occupancy rate. These figures compare well to year to date
April 2010 figures, since the hotels toughest months to operate
are in first quarter. The 2011 proposed budget assumes that the
year-end occupancy rate will be 61% and the group rate will
increase to $146, while the transient rate will be at $121.

The hotel's group bookings are increasing while the cancellations
are declining, however this might be due to the fact that the
booking window has been shorten throughout the sector.
Nevertheless, the management has been active on their marketing
plans and the hotel already has already 14 weddings booked for
2012, compared to 42 in 2010. The hotel also significantly
increased its catering revenue to close to $2 million in 2011
(year to date) from $1.2 in 2008. The revenue from the top 10
accounts has improved since 2009 however it is still lower than
2008.

On July 1, 2010, after the Series A 2005 and 2007 interest
payments, the hotel's cash balance was approximately $9 thousand
and it had $2 million in its senior debt service reserve fund. The
Series B subordinate debt service payment of approximately $1.16
million was paid with the remaining reserves, which left the
subordinate debt service reserve with approximately $140 thousand
outstanding. For the Series C junior debt payments, the hotel only
had $36 thousand in the junior lien reserve and therefore could
not pay the full $120 thousand junior debt service payment. Series
B and Series C bonds are not rated by Moody's.

For the upcoming July 2011 interest payment of $ 795,929, the
hotel has accumulated $ 829,327, which will leave a remaining cash
balance of $33,398. The management is expecting to have sufficient
cash flow for its January 2012 principal and interest payment of
$1,465,929 with $189,735 left over. However given the narrow
margin, any shortfall on the monthly revenues can cause a dip into
hotel's senior debt service reserve fund. The hotel will not have
enough cash flow to pay for its subordinate and junior debt
service payments for 2011 and is not expecting to pay until
starting 2013-2014.

As of June 2011, the senior debt service reserve fund for the
hotel is at its required amount of $2 million, while the ramp up
and operating reserves had been depleted and have not been
replenished. The subordinate and junior lien bonds debt service
reserve funds have also been drawn on to pay debt service.
Subordinate or junior lien bondholders can not trigger a default
on the senior lien bonds if cash flows are not sufficient to cover
subordinate or junior lien debt service. In addition, the
subordinate and junior lien bondholders cannot accelerate payment
without full payment of the senior bonds.

After the first year of operations, the hotel's senior furniture,
fixtures and equipment (FF&E) reserves were depleted and have not
been replenished. As a result, the hotel is operating under a
technical default according to the indenture. Management expects
to fund the renewal and replacement reserve according to a revised
schedule, which has been discussed with bondholders. Management
has frequent conference calls with the bondholders and publishes
monthly operating and financial reports through the Municipal
Securities Rulemaking Board through the Electronic Municipal
Market Access (emma.msrb.org) platform. Accordingly the hotel's
performance and cash position are frequently updated and
transparent.

The project is a hotel/conference center that consists of 235
guest rooms and suite hotels, a full service restaurant and
lounge, 500 seat ballroom, ground floor retail space, and a 50,000
square foot conference center and 30,000 square foot office and
instructional space, which is leased by The Bloustein School of
Planning and Public Policy and The John J. Heldrich Center for
Workforce Development of Rutgers, The State University. The
project primarily serves the business meeting market, representing
numerous large corporations and corporate headquarters located in
the corridor from New York to Philadelphia.

The last rating action was taken in July 2009 when the rating was
downgraded to B3 from B1 and assigned a negative outlook.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


MP-TECH AMERICA: Taps Finley Colmer as Financial Advisor
--------------------------------------------------------
MP-Tech America, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Alabama for permission to employ Finley,
Colmer and Company as financial advisor/broker.

Finley Colmer will, among other things:

   -- market all of the Debtor's operating assets; and

   -- complete the marketing within four to five weeks from
      the date of the engagement.

The marketing effort is designed to determine if there are any
other qualified bidders to purchase the Debtor's operating assets
as a going concern within the shortest reasonable time.

Finley Colmer will be paid a fee based on its hourly rate which
are reduced hourly rates for this engagement.

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

                      About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton,
Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia.

EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc.,
and Midsouth Employee Services Corp. were appointed members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq.,
at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama.


NEBRASKA BOOK: Files for Chapter 11 to Restructure $450-Mil. Debt
-----------------------------------------------------------------
NBC Acquisition Corp. and its subsidiaries, including Nebraska
Book Company reached an agreement that will substantially reduce
debt at the parent company level and position itself for future
growth.  NBC, NBC Acquisition, NBC Holdings and the subsidiaries
of the Company will implement the restructuring agreement as part
of a chapter 11 case in the U.S. Bankruptcy Court for the District
of Delaware.

The Company reached an agreement in principle with (a) more than
95% in principal amount of its 8.625% Senior Subordinated Notes
due 2012 (the "Senior Subordinated Notes") and (b) the holders of
more than 75% in principal amount of NBC Acquisition's 11% Senior
Discount Notes due 2013 (the "Senior Discount Notes") that would
restructure approximately $450 million of outstanding loans and
bonds of NBC Acquisition and its subsidiaries, including the
elimination of up to $77 million of debt at the NBC Acquisition
level.  "This agreement solves balance sheet issues we have been
addressing for months; we are clearing a path toward continued
growth," said Barry Major, the Company's President.

The chapter 11 filing includes key initiatives to ensure there is
little or no impact on NBC's operations, employees and customers.
"It will remain business as usual, and we will continue to move
forward armed with a number of great strategies that will continue
to make us a market force," said Major.  "This process will not
interrupt our focus on our primary goals, providing the superior
products and services that our customers have come to expect from
NBC." Company operations will continue as usual throughout this
process.  As of June 26, 2011, the Company has more than $20
million in cash on hand, and it has secured commitments for $200
million in debtor-in-possession financing to support both the
restructuring and operations.

The Company also recently released its fiscal 2011 financial
results, which reported revenues of approximately $598 million and
Earnings Before Interest, Taxes, Depreciation and Amortization,
(EBITDA), after adding back a non-cash goodwill charge and certain
other costs associated with its restructuring activities, of more
than $60 million.  "While those are not the highest operating
results that the Company has ever reported, it is still a solid
year of revenue and cash flow," said Major.  Major went on to say
that the Company has become stronger over the course of the last
12-18 months with many successful initiatives, including
streamlining its retail division to enhance customer service,
integrating certain operations to gain greater efficiencies and
adjusting the Company's workforce in select areas to be more
properly staffed.  "While these measures have positioned us for
greater profitability, we anticipate the recapitalization will
give us the financial flexibility we need to continue to execute
our business plan going forward and aggressively grow our
business," said Major.

From an accounting standpoint, NBC Acquisition Corp. reported a
loss of $98 million. However, the majority of the loss is due to
an $89 million write-down of its goodwill intangible assets.  It
is important to note that while accounting conventions require the
charge, this write-down does not affect cash flows.

The full implementation of the restructuring is dependent upon a
number of factors, including the filing of a plan of
reorganization, obtaining Bankruptcy Court approval of a
disclosure statement, and confirmation and consummation of the
plan of reorganization in accordance with the provisions of the
Bankruptcy Code.
                      About Nebraska Book

Nebraska Book Company -- http://www.nebook.com/
began in 1915 with a single bookstore near the University of
Nebraska campus and now operates over 290 stores serving colleges
and universities with more than two million students.  The
Textbook Division serves more than 2,500 bookstores through the
annual sale of over six million textbooks, and the Complementary
Services Division has installed more than 1,600 technology
platforms and e-commerce sites.


NEBRASKA BOOK: Summary and Outline of $200MM JPMorgan DIP Facility
------------------------------------------------------------------
Nebraska Book Company Inc. and its debtor-affiliates will appear
before Judge Peter J. Walsh at 3:00 p.m. today in Wilmington,
Delaware, to seek interim approval of a one-year, $200 million
postpetition secured financing arranged by JPMorgan Securities LLC
to fund their operations while in Chapter 11 bankruptcy.

At the hearing, the Debtors will also seek authority to use cash
on hand and others that constitute cash collateral securing their
obligations to their prepetition lenders.

The DIP financing consists of a $75 million revolving loan and a
$125 million term loan.  The Debtors may draw $125 million in the
interim.  The DIP loan will mature on the first anniversary of its
closing date.

JPMorgan Chase Bank N.A. serves as administrative agent under the
DIP facility.

The Debtors have prepared a 13-week cash flow forecast.  The
Debtor anticipate total receipts of $215,557,000 and total
disbursements of $238,239,000 during the period.  Including the
DIP facility, the Debtors expect to end the period with
$139,469,000 in liquidity.

As of the petition date, the Debtors have roughly $450 million in
funded debt and related obligations, consisting of secured
obligations of $226.3 million under their prepetition first lien
facility and second lien notes, and unsecured obligations.  The
Debtors propose to provide adequate protection to their
prepetition lenders in exchange for incurring the DIP loans and
using the cash collateral.

The DIP facility requires the Debtors to pay a host of fees.  At
Tuesday's hearing, the Debtors will seek permission to keep a fee
letter with JPMorgan under seal and confidential.

The DIP facility also impose covenants for the Debtors.
Specifically, the Debtors covenant with the DIP lenders not to
permit liquidity for any period of five consecutive business days
to be less than $20,000,000.

The Debtors also won't permit Consolidated EBITDA for any period
beginning July 1, 2011, to be less than:

          Month                    Minimum Consolidated EBITDA
          -----                    ---------------------------
        July 2011                           $3,500,000
        August 2011                        $35,000,000
        September 2011                     $40,000,000
        October 2011                       $35,000,000
        November 2011                      $35,000,000
        December 2011                      $35,000,000
        January 2012                       $65,000,000
        February 2012                      $60,000,000
        March 2012                         $55,000,000
        April 2012                         $55,000,000
        May 2012                           $55,000,000
        June 2012                          $55,000,000

JPMorgan Chase Bank N.A. is represented by:

          Mark D. Collins, Esq.
          Lee E. Kaufman, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Telephone: (302) 651-7700
          Facsimile: (302) 651-7701
          E-mail: collins@rlf.com
                  kaufman@rlf.com

               - and -

          Peter V. Pantaleo, Esq.
          Samantha S. Braunstein, Esq.
          SIMPSON THACHER & BARTLETT LLP
          425 Lexington Avenue
          New York, NY 10017
          Telephone: (212) 455-2220
          Facsimile: (212) 455-2502
          E-mail: ppantaleo@stblaw.com
                  sbraunstein@stblaw.com

J.P. Morgan Investment Management Inc. is represented by:

          Charlene D. Davis, Esq.
          Justin R. Alberto, Esq.
          BAYARD, P.A.
          222 Delaware Avenue, Suite 900
          Wilmington, DE 19899
          Telephone: (302) 655-5000
          Facsimile: (302) 658-6395
          E-mail: cdavis@bayardlaw.com
                  jalberto@bayardlaw.com

               - and -

          Marc Abrams, Esq.
          Rachel C. Strickland, Esq.
          Jennifer J. Hardy, Esq.
          WILLKIE FARR & GALLAGHER LLP
          787 Seventh Avenue
          New York, NY 10019-6099
          Telephone: (212) 728-8000
          Facsimile: (212) 728-8111
          E-mail: mabrams@willkie.com
                  rstrickland@willkie.com
                  jhardy@willkie.com

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by:

         Edward Weisfelner, Esq.
         Steven D. Pohl, Esq.
         BROWN RUDNICK
         Seven Times Square
         New York, NY 10036
         Tel: 212-209-4800
         Fax: 212-209-4801
         E-mail: eweisfelner@brownrudnick.com
                 spohl@brownrudnick.com

An ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by:

          Matthew Barr, Esq.
          Samuel Khalil, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          One Chase Manhattan Plaza
          New York, NY 10005-1413


NEBRASKA BOOK: Case Summary & List of 30 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtors filing separate Chapter 11 petitions:

          Entity                         Case Number
          ------                         -----------
     Net Textstore LLC                     11-12002
     Campus Authentic LLC                  11-12003
     NBC Textbooks LLC                     11-12004
     Nebraska Book Company, Inc.           11-12005
     NBC Holdings Corp.                    11-12006
     Specialty Books, Inc.                 11-12007
     NBC Acquisition Corp.                 11-12008
     College Bookstores of America, Inc.  11-12009

Debtors' Address:

     4700 South 19th Street
     Lincoln, NE 168512

Chapter 11 Petition Date: June 27, 2011

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Peter J. Walsh

Debtor's Counsel: Marc Kieselstein, P.C., Esq.
                  Chad J. Husnick, Esq.
                  Daniel R. Hodgman, Esq.
                  KIRKLAND & ELLIS LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900

                       - and -

                  Laura Davis Jones, Esq.
                  James E. O'Neill, Esq.
                  Peter J. Keane, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Restructuring Advisors: AlixPartners LLC

Investment Bankers:     Rothschild, Inc.

Auditors:               Deloitte & Touche LLP

DIP Lender:             JP Morgan Chase Bank, N.A.

Claims Agent: Kurtzman Carson Consultants LLC

Total Assets: $657,215,757

Total Debts:  $563,973,688

The petition was signed by Alan G. Siemek, Chief Financial
Officer, Senior Vice President, Treasurer, and Assistant
Secretary.

Debtors' 30 Largest Unsecured Creditors:

  Entity                     Nature of Claim    Amount of Claim
  ------                     ---------------    ---------------
BNY Midwest Trust Company,   Bond Debt          $179,234,635.42
as Trustee
Two North LaSalle Street
Suite 1020
Chicago, IL 60602
Tel: (312) 827-8500
Fax: (212) 809-9528

BNY Midwest Trust Company,   Bond Debt           $79,376,305.56
as Trustee
Two North LaSalle Street
Suite 1020
Chicago, IL 60602
Tel: (312) 827-8500
Fax: (212) 809-9528

Pearson Education Inc.       Trade Debt           $4,904,841.88
PO Box 409496
Atlanta, GA 30384-9496
Tel: (800) 848-9500
Fax: (303) 873-7449

Cengage Learning             Trade Debt           $2,013,386.52
Global Rights & Permission
PO Box 7lO74
Chicago, IL 60694-1074
Tel: (800) 730-2214
Fax: (800) 487 -8488

Elsevier Inc.                Trade Debt             $510,457.17
PO Box 0848
Carol Stream, IL 60132-0848
Tel: (408) 848-1063
Fax: (212) 633-3990

McGraw-Hill Inc.             Trade Debt             $490,840.80
PO Box 7247-7020
Philadelphia, PA 19170-7020
Tel: (609) 426-5904
Fax: (614)759-3749

Missouri Book Services       Trade Debt             $386,858.90
PO Box 502335
St Louis, MO 63150-2335
Tel: (800) 325-3216
Fax: (573) 446-5256

U.S. Bank                    Trade Debt             $323,314.30
PO Box 790428
St Louis, MO 63179-0428
Tel: (866) 274-5898
Fax: (866) 851-7347

MPS                          Trade Debt             $300,931.70
Accounts Receivable
PO Box 930668
Atlanta, GA 31193-0668
Tel: (888) 330-8477
Fax: (540) 672-7540

Matthews Book Company        Trade Debt             $154,613.20
PO Box 501195
St Louis, MO 63150-1195
Tel: (314) 432-1400
Fax: (314) 432-7044

Russell Athletic             Trade Debt             $126,132.08
PO Box 102614
Atlanta, GA 30368-0614
Tel: (205) 329-4923
Fax: (270) 781-6588

Douglas Stewart Co.          Trade Debt             $123,319.23
Dept 7215
Carol Stream, IL 60122-7215
Tel: (800) 279-2795
Fax: (608) 221-5217

Tichenor College             Trade Debt             $123,151.81
Textbook Company
PO Box 669
Bloomington, IN 47402-0669
Tel: (800) 367-4002
Fax: (800)331-7690

Group Transportation         Trade Debt             $118,751.43
Services
5876 Darrow Road
Hudson, OH 44236-3864
Tel: (800) 689-6255
Fax: (330) 342-8701

John Wiley & Sons Inc.       Trade Debt             $114,327.09
PO Box 416502
Boston, MA 02241-6502
Tel: (732) 302-2247
Fax: (201)748-6088

QTI - Powers                 Trade Debt              $96,118.72
300a S. Valley Mills Dr
Waco, TX 76710-7348
Tel: (254) 662-3076
Fax: (254) 756-1324

Vista Higher Learning        Trade Debt              $95,688.44
31 St James Ave Suite 1005
Boston, MA 02116
Tel: (800) 618-7375
Fax: (617) 426-5215

Jostens                      Trade Debt              $91,266.68
21336 Network Place
Chicago, IL 60673-1213
Tel: (800) 854-7464
Fax: (507) 455-6384

Nike USA Inc.                Trade Debt              $79,555.59
PO Box 277482
Atlanta, GA 30384-7482
Tel: (949) 768-4000
Fax: (949) 472-6103

Jansport                     Trade Debt              $67,164.42
VF Outdoor Inc.
20 13911 Collections Center Drive
Chicago, IL 60693-11057
Tel: (800) 558-8404
Fax : (920) 735-1929

Kendall-Hunt Publishing      Trade Debt              $65,166.00
4050 Westmark Drive
PO Box 1840
Dubuque, IA 52004-1840
Tel: (800) 338-8309
Fax: (563) 589-1237

Sage Publications Inc.       Trade Debt              $63,807.76
2455 Teller Road
Thousand Oaks, CA 91320
Tel: (805) 499-0721
Fax: (800) 583-2665

EMC/Paradigm Publishing      Trade Debt              $59,378.27
SDS 12-2761
PO Box 86
Minneapolis, MN 55486-2761
Tel: (800) 328-1452
Fax: (800) 328-4564

Perrin Inc.                  Trade Debt              $58,837.20
5320 Rusche Dr.
Comstock Park, MT 49321-9551 Tel: (616) 785-9700
Fax: (616) 785-4932

Mixed Role Productions Inc.  Trade Debt              $57,306.87
PO Box 7517
Eugene, OR 97401
Tel: (800) 503-5036
Fax: (541) 741-8864

Texas Book Company           Trade Debt              $54,952.81
8501 Technology Circle
PO Box 2l2
Greenville, TX 75402
Tel: (800) 527-1016
Fax: (903) 454-2442

Spirit Products              Trade Debt              $50,960.01
PO Box 729
Haverhill, MA 0 1831-09 10
Tel: (978) 372-2022
Fax: (978) 372-5399

Educo International, Inc.    Trade Debt              $50,940.00
715 Park North Blvd Suite 116
Clarkston, GA 30021
Tel: (800) 963-3826
Fax: (770) 506-9243

D&H Distributing Co.         Trade Debt              $50,657.55
PO Box 406942
Atlanta, GA 30384-6942
Tel: (800) 877-1200
Fax: (717)255 -7822

Herff Jones Inc.             Trade Debt              $49,633.93
PO Box 2222
Ann Arbor, MI 48106
Tel: (734) 663-9705
Fax: (800) 643-7339


NET TALK.COM: Amends Terms of Series A Preferred Stock
------------------------------------------------------
Net Talk.com, Inc., on June 22, 2011, filed Fifth Amendment to the
Articles of Incorporation of the Company, which amend the terms of
the Company's existing Series A Preferred stock.  A full-text copy
of the Fifth Amendment to Articles of Incorporation is available
for free at http://is.gd/hf2TaQ

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.

The Company's balance sheet at March 31, 2011, showed
$4.74 million in total assets, $38.27 million in total
liabilities, all current, $2.55 million in redeemable preferred
stock $0.001 par value, and a $36.09 million total stockholders'
deficit.

Net Talk.com reported a net loss of $6.31 million on $737,498 of
revenues for the fiscal year ended Sept. 30, 2010, compared with a
net loss of $2.74 million on $115,571 of revenues in fiscal 2009.


NORTEL NETWORKS: Apple, Intel Bidding in Google-Led Auction
-----------------------------------------------------------
U.S. antitrust regulators on Thursday gave Apple Inc. the green
light to bid in this week's auction for the highly sought-after
patent portfolio held by bankrupt Canadian telecom Nortel Networks
Corp.  The Federal Trade Commission said it had accepted Apple's
request for earlier termination of its antitrust review.

The FTC on Friday cleared Intel Corp. to compete for Nortel
Networks's patent portfolio, allowing the chipmaker to join Apple
Inc., Google Inc. and others in an auction set for Monday.

Google signed a deal to open the auction with its $900 million
offer.  As the stalking horse bidder, Google will receive at least
$25 million as break-up fee in the event it is outbid at the
auction.

Assets included in the sale are approximately 6,000 patents and
patent applications spanning wireless, wireless 4G, data
networking, optical, voice, internet, service provider,
semiconductors and other patent portfolios.  The extensive patent
portfolio touches nearly every aspect of telecommunications and
additional markets as well, including Internet search and social
networking.

                       About Nortel Networks

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

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

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

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

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

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

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


NORTEL NETWORKS: Court Orders Appointment of Retiree Committee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directed
the U.S. Trustee for Region 3 to appoint a Retiree Committee in
the Chapter 11 cases of Nortel Networks Inc., et al.

Retiree Committee will be consists of retirees who are receiving
benefits under the Retiree Welfare Plans, and will be serving as
the official representative for the Debtors' retired employees.

Under the Retiree Welfare Plans, the Debtors provide employer-paid
post-employment medical benefits for retirees, their spouses,
surviving spouses, domestic partners and dependents, well as term
life insurance coverage and long-term care expense coverage for
retirees.  The Retiree Welfare Plans have no assets and are funded
on a pay-as-you-go basis.  Currently, approximately 3,306
individuals are participants in the Retiree Welfare Plans,
including 2,119 Retirees and 1,187 of their dependents.  The
projected cost of providing benefits under the Retiree Welfare
Plans is approximately $1 million per month.

Under the LTD Plan, the Debtors provide employer-paid long-term
disability benefits for current participants.  As with the Retiree
Welfare Plan, the LTD Plan has no assets and is funded on a pay-
as-you-go basis.  Currently, approximately 245 participants are on
long-term disability under the LTD Plan with an average benefit of
approximately $42,500 per year.  The current projected cost of
providing benefits under the LTD Plan is approximately $1 million
per month.

Each of the Retiree Welfare Plans and the LTD Plan provide the
Debtors with the unequivocal contractual right to unilaterally
amend or terminate the plans at any time.

The Debtors have determined that it is necessary in their
restructuring cases to modify or terminate these plans.  If the
current level of benefits were maintained, the Debtors project
that they would continue to spend approximately $1 million per
month for the Retiree Welfare Plans and $1 million per month for
the LTD Plan.  The termination of the Retiree Welfare Plans and
the LTD Plan would represent a significant cost savings for the
Debtors, and would preserve cash to be distributed to all of their
creditors on a fair and equitable basis.

The appointment of the Retiree Committee will allow the
commencement of good-faith negotiations to permit the Debtors to
modify or terminate the benefits provided under the Retiree
Welfare Plans.

Certain Disabled Participants of the Debtors' Long Term Disability
Plan supported the Debtors' motion for the appointment of an
official committee of retired employees.

                       About Nortel Networks

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

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

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

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

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

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

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


NORTEL NETWORKS: Court OKs Disabled Individuals Committee
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directed
the U.S. Trustee for Region 3 to appoint an LTD Committee in the
Chapter 11 cases of Nortel Networks Inc., et al.

The Committee will be consists of the Debtors' disabled employees
who are receiving benefits under the LTD Plan who are willing to
serve as the official representative for the LTD Plan
participants.

In their motion, Barbara Gallagher and 58 other disabled
individuals who are participants in the long-term disability plan,
said that without an official committee in place, they may not be
able to actively and appropriately negotiate and take advantage of
the settlement discussions that will be occurring if an official
committee of retirees is appointed and discussions begin under the
process contemplated under Section 1114 of the Bankruptcy Code.

Under the LTD Plan, the Debtors provide employer-paid long-term
disability benefits for current participants.  As with the Retiree
Welfare Plan, the LTD Plan has no assets and is funded on a pay-
as-you-go basis.  Currently, approximately 245 participants are on
long-term disability under the LTD Plan with an average benefit of
approximately $42,500 per year.  The current projected cost of
providing benefits under the LTD Plan is approximately $1 million
per month.

The Disabled Participants is represented by:

         Rafael X. Zahralddin-Aravena, Esq.
         Shelley A. Kinsella, Esq.
         ELLIOTT GREENLEAF
         1105 N. Market Street, Suite 1700
         Wilmington, DE 19801
         Tel: (302) 384-9400
         Fax: (302) 384-9399
         E-mail: rxsa@elliottgreenleaf.com
                 sak@elliottgreenleaf.com

                       About Nortel Networks

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

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

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

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

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

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

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


NORTH BAY: CW Capital Wants Reorganization Case Dismissed
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida will
convene a hearing on July 20, 2011, at 11:00 a.m., to consider CW
Capital Asset Management, LLC's motion to dismiss the Chapter 11
case of North Bay Village, LLC.

As reported in the Troubled Company Reporter on Nov. 16, 2010,
CWCapital Asset, solely in its capacity as special servicer for
Bank of America, N.A., as Trustee for the registered holders of
Cobalt CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage
Pass-Through Certificates, Series 2006-C1, asked that the Court
dismiss the Debtor's case because that it was filed in bad faith.
CWCapital explained that it is the Debtor's senior and only
secured creditor, is owed over $29 million, or roughly 99.7% of
Debtor's total obligations, while the Debtor's unsecured debt is a
mere $76,293.

Further, CWCapital said that there is a substantial or continuing
loss to or diminution of the estate and the absence of a
reasonable likelihood of rehabilitation.

                    About North Bay Village LLC

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, in Tampa, Florida, represents the Debtor as
counsel.  The Company estimated assets and debts at $10 million to
$50 million.


NORTH BAY: Court Denies Request to Hire Grand Bay as Leasing Agent
------------------------------------------------------------------
The Hon. David H. Adams of the U.S. Bankruptcy Court for the
Middle District Of Florida denied North Bay Village, LLC's request
to employ Grand Bay Properties, LLC, as its leasing agent.

In the Debtor's motion, Grand Bay will secure tenants for the
Debtor's commercial retail property and to serve as broker for the
sale of outparcels on the property.

The Debtor proposed that Grand Bay will receive, as compensation
for its services, a 6% commission of gross rent payable during the
initial term of any lease, including renegotiated leases (net of
any commission previously paid).  A commission of 6% of gross rent
for a leasing agent is at or below market value and, therefore, is
reasonable under the circumstances.

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

These parties objected to the Debtor's leasing agent employment
motion (i) the Office of the U.S. Trustee; (ii) CWCapital Asset
Management, LLC, as joined by CKS Investments, LLP.

                    About North Bay Village LLC

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, in Tampa, Florida, represents the Debtor as
counsel.  The Company estimated assets and debts at $10 million to
$50 million.


NOVASTAR FINANCIAL: All Proposals Approved at Annual Meeting
------------------------------------------------------------
NovaStar Financial, Inc., held a special meeting of its
stockholders on June 23, 2011.  All five proposals presented at
the special meeting were approved by the Company's stockholders:

   1. To approve an amendment to the charter of the Company to
      eliminate the Company's 8.90% Series C Cumulative Redeemable
      Preferred Stock, par value $0.01 per share, and the
      applicable Articles Supplementary;

   2. To approve an amendment to the charter of the Company to
      eliminate the Company's 9.00% Series D1 Mandatory
      Convertible Preferred Stock, par value $0.01 per share, and
      the applicable Articles Supplementary;

   3. To approve an amendment to the charter of the Company to
      increase the number of authorized shares of capital stock of
      the Company from 50,000,000 to 120,000,000;

   4. To approve an amendment to the charter of the Company to
      preserve the Company's net operating loss carryforwards; and

   5. To approve certain technical amendments to the charter of
      the Company in connection with the foregoing proposals, the
      amendment and restatement of the charter, and to remove
      provisions previously required by the Company's former
      status as a real estate investment trust; and

As previously announced, the Company commenced an exchange offer
on May 3, 2011, for the issued and outstanding shares of publicly-
held 8.90% Series C Cumulative Redeemable Preferred Stock of the
Company, par value $0.01 per share, including accrued and unpaid
dividends thereon, subject to certain conditions and any necessary
proration.  In exchange for the Series C Preferred Stock, the
Company offered, in aggregate, approximately 43,823,600 newly-
issued shares of common stock of the Company, par value $0.01 per
share, and $1,623,000 in cash.

On June 23, 2011, the Company has completed the exchange of the
privately-held 9.00% Series D1 Mandatory Convertible Preferred
Stock, par value $0.01 per share, for an aggregate of 37,162,000
shares of newly-issued Common Stock and $1,377,000 in cash.
Together, the Series C Offer and the Series D Exchange constitute
the Company's plan of recapitalization of its outstanding
preferred stock.

The Series C Offer expired at 5:00 p.m., Eastern Time, on June 23,
2011.  All conditions to the Series C Offer were satisfied at that
time, including:

     * approval of the five proposals presented at the special
       meeting;

     * receipt of the requisite consents from the holders of the
       Series C Preferred Stock and the Series D Preferred Stock
       to the Series C Offer and the Series D Exchange;

     * completion of the Series D Exchange; and

     * participation by holders of over two-thirds of the
       outstanding Series C Preferred Stock participated in the
       Series C Offer.

The Company anticipates issuing a press release next week to
announce the final results of the Series C Offer, including the
results of any proration, and to provide guidance on when
tendering stockholders can expect to receive the exchange offer
consideration.  The Company expects to complete the closing of the
Series C Offer within three business days.

                           About NovaStar

Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB:
Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently
engaged in managing its portfolio of nonconforming residential
mortgage securities and owning and operating two majority owned
subsidiaries: StreetLinks National Appraisal Services LLC, a
national residential appraisal and real estate valuation
management services company; Advent Financial Services LLC, a
start-up business which provides access to tailored banking
accounts, small dollar banking products and related services to
low and moderate income level individuals.  Prior to 2008,
NovaStar originated, securitized, sold and serviced residential
nonconforming mortgage loans.

The Company's balance sheet at March 31, 2011, showed
$42.59 million in total assets, $151.28 million in total
liabilities, and a $108.69 million total shareholders' deficit.


OHM JAYRAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: OHM Jayram Hospitality, LLC
          dba Americas Best Value Inn - Clearwater
        28596 US Highway 19 North
        Clearwater, FL 33761-2529

Bankruptcy Case No.: 11-11987

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

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

Scheduled Assets: $1,310,865

Scheduled Debts: $2,202,048

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-11987.pdf

The petition was signed by Rani Emandi, managing member.


ORCHARD SUPPLY: S&P Lowers CCR to 'B-'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on regional
hardware retailer Orchard Supply Hardware LLC. The corporate
credit rating was lowered to 'B-' from 'B'. The rating outlook is
negative.

"The rating change reflects weaker-than-expected operating results
in the quarter ended April 30, 2011, and diminished covenant
headroom under the term loan's adjusted leverage ratio," said
Standard & Poor's credit analyst Ana Lai.

"The 'B-' rating reflects our expectation that declines in
operating results in 2011 will remain under pressure, with
negative sales trends and squeezed margins despite tight expense
management. As such, we expect credit protection measures to
weaken further, with total debt to EBITDA reaching 7.0x in fiscal
2011, compared to our previous expectations of about 6.1x. Due to
weaker-than-expected cash flow generation, we expect Orchard to
operate with limited covenant headroom of about 5% of EBITDA under
the term loan's adjusted leverage ratio despite some expected debt
repayment under its revolving credit facility in the second
quarter," S&P said.

Operating results have been weak due to a poor housing market and
economic conditions in California. Comparable same-store sales
declined 4.7% in the first quarter ended April 30, 2011 following
a 4.4% decline in fiscal 2010. EBITDA declined significantly in
the first quarter due to higher-than-expected markdowns and
negative sales leverage. "We now expect sales declines to be in
the low-single-digit range and margin pressure to persist,
resulting in a 15% in EBITDA decline in 2011," S&P added.


OXFORD HOUSE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Oxford House, Incorporated
        606 W. SR 18
        Fowler, IN 47944

Bankruptcy Case No.: 11-40498

Chapter 11 Petition Date: June 21, 2011

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Hammond Division at
       Lafayette)

Judge: Robert E. Grant

Debtor's Counsel: Hunter J. Reece, Esq.
                  BARCE & REECE PC
                  P.O. Box 252
                  Fowler, IN 47944
                  Tel: (765)-884-0383
                  Fax: (765)-884-0445
                  E-mail: hjr@barcelawoffice.com

Scheduled Assets: $1,290,190

Scheduled Debts: $4,160,330

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/innb11-40498.pdf

The petition was signed by Polet Senesac, president.


PALOMAR HANGAR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Palomar Hangar, LLC
        2100 Palomar Airport Road
        Hangar 14, Suite 214
        Carlsbad, CA 92011

Bankruptcy Case No.: 11-10261

Chapter 11 Petition Date: June 21, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Richard S. Van Dyke, Esq.
                  VAN DYKE & ASSOCIATES, APLC
                  4660 La Jolla Village Drive, Suite 1070
                  San Diego, CA 92122
                  Tel: (858) 558-8475
                  Fax: (858) 356-5584
                  E-mail: rsvandyke@vdalaw.com

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

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

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

The petition was signed by Todd Macaluso, managing member.


PARK FOREST: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Park Forest LLC
        250 Vallombrosa Avenue, Suite 175
        Chico, CA 95973

Bankruptcy Case No.: 11-35548

Chapter 11 Petition Date: June 23, 2011

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

Judge: Christopher M. Klein

Debtor's Counsel: Douglas B. Jacobs, Esq.
                  20 Independence Circle
                  Chico, CA 95973
                  Tel: (530) 342-6144

Scheduled Assets: $3,600,096

Scheduled Debts: $2,407,750

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/caeb11-35548.pdf

The petition was signed by Joseph Dell Zink, managing member.


PHILLIPS RENTAL: Court Approves Wayne Turbyfield as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized Phillips Rental Properties, LLC, to employ Wayne
Turbyfield of Lewis and Associates as accountant.

Mr. Turbyfield will:

   a) review and assist in the preparation of monthly financial
      statements, bank reconciliations, check registers and detail
      general journals;

   b) review of all monthly, quarterly, and annual tax returns;
      and

   c) perform all other accounting services as needed for Debtor
      as debtor-in-possession.

The hourly rates of the firm's personnel are:

     CPA                           $135
     Staff Accountant               $70
     Support Staff                  $37

The Debtor relates that no prepetition monies or fees are owed to
Mr. Turbyfield or the accountant firm of Lewis and Associates.

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

                      About Phillips Rental Properties

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53129) on Dec. 7, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel. According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.


PLATINUM ENERGY: Extends Pacific Tender Offer to July 8
-------------------------------------------------------
Platinum Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission Amendment No.2 to its Tender offer
Statement in connection with the offer by Pacific International
Group Holdings LLC, KD Resources, LLC, and Syd Ghermezian to
purchase up to all the outstanding shares of common stock, $0.0001
par value per share, of the Company, not currently owned by
Pacific, at a price of $1.50 per share, net to the seller in cash,
without interest, on the terms and subject to the conditions
specified in the Offer to Purchase dated May 26, 2011, and the
related Letter of Transmittal dated May 26, 2011.

On June 24, 2011, the Offerors extended the expiration of the
Offer until 5:00 p.m., New York City time, on Friday, July 8,
2011, unless further extended.  The Offer, which was previously
scheduled to expire at 5:00 p.m., New York City time, on Friday,
June 24, 2011, was extended to permit the Offer to remain open for
two weeks after the effectiveness of the amendments made to the
Offer on June 24, 2011.  The approximate number of Shares
deposited as of June 24, 2011, is 7,179,586, which represents
approximately 31.8% of the issued and outstanding shares of
Platinum.

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

                        http://is.gd/Adw1ZU

                       About Platinum Energy

Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company.  The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories.  The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.

The Company reported reported a net loss of $5.13 million on
$20.40 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $32.02 million on $17.30 million
of oil and gas sales during the prior year.

The Company's balance sheet at March 31, 2011, showed $52.41
million in total assets, $23.34 million in total liabilities, not
subject to compromise, $5.10 million in total liabilities subject
to compromise, related to assets held for sale, and $23.96 million
total stockholders' equity.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2009.  The independent auditors noted that the
Company has experienced significant losses since inception and is
currently in default of its debt agreements.

The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through Sept. 30, 2010.  At
Sept. 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million.  The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt.  Also, the
Company has negative working capital of $8,168,992.  Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture.  Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.


POOLER PARKWAY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pooler Parkway West, LLC
        506 E. President Street
        Savannah, GA 31401

Bankruptcy Case No.: 11-41293

Chapter 11 Petition Date: June 24, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

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

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

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

The petition was signed by Michael E. Bart, managing member.


QSGI INC: Announces June 17 Closing of Share Exchange Agreement
---------------------------------------------------------------
As reported in the TCR on June 22, 2011, effective June 17, 2011,
QSGI, Inc., merged with KruseCom, LLC, a Florida limited liability
company formed in October 2009 that is primarily engaged in
information technology data security and compliance.

The merger was carried out in accordance with a Share Exchange
Agreement dated June 17, 2011.  The merger contemplated by the
Exchange Agreement is part of the Chapter 11 Plan of
Reorganization that was approved by the impaired parties and
confirmed by the U.S. Bankruptcy Court on May 4, 2011.

The close of the Exchange Agreement transaction took place
June 17, 2011 (the Closing Date").  On the Closing Date, pursuant
to the terms of the Exchange Agreement, QSGI acquired all of the
outstanding ownership interests of KruseCom (the "Interests") from
KruseCom in exchange for 190,000,000 shares of QSGI common stock.

A copy of the Exchange Agreement is available at:

                       http://is.gd/16dqjf

As a consequence of the transaction the former owners of KruseCom
will become majority owners of QSGI and QSGI will adopt the
KruseCom business operation as its primary business.  The QSGI
Board of Directors will remain in place following the transaction.

KruseCom offers comprehensive solutions for information technology
(I.T.) asset management.  Its specialties include secure and
certified onsite data erasure, data center maintenance, and end-
of-lifecycle services.

KruseCom reported net income of $13,621 on $3,013,184 of revenues
for the fiscal year ended Dec. 31, 2010, compared with a net loss
of $19,639 on $537,803 of revenues for the period from Oct. 8,
2009 (inception) to Dec. 31, 2009.

At Dec. 31, 2010, KruseCom's balance sheet showed $483,597 in
total assets, $375,219 in total liabilities, and members' capital
of $108,378.

                        About QSGI Inc.

Palm Beach, Florida-based QSGI, Inc., et al., operated as a
technology services provider, offering a full suite life-cycle for
their corporate and government clients' entire information
technology platform.  The Debtors serviced three separate business
segments: Data Center Maintenance Services; Data Security and
Compliance; and Network Infrastructure Design and Support.  The
Debtors filed for Chapter 11 protection on July 2, 2009 (Bankr.
S.D. Fla. Lead Case No. 09-23658).  Michael A Kaufman, Esq., at
Michael A. Kaufman, P.A., in West Palm Beach, Fla., represents the
Debtors as counsel.

In its schedules, QSGI, Inc., disclosed $8,511,894 in assets and
$11,110,417 in liabilities.

On Sept. 24, 2009, the Bankruptcy Court approved the sale of
substantially all of the assets of the DSC division of QSGI to
Victory Park Capital, and the sale of substantially all assets of
the DCM division of Qualtech Services Group, Inc., to SMS
Maintenance, LLC.  Following the closing of the DSC Sale and the
DCM Sale, the Debtors ceased substantially all business
operations.

As reported in the TCR on March 29, 2011, the Bankruptcy Court
confirmed on March 21, 2011, the Debtors' Third Amended Plan of
Reorganization filed by QSGI, Inc., QSGI-CCSI, Inc., and Qualtech
Services Group, Inc., dated Feb. 1, 2011.  The confirmation order
was entered by the Judge on May 4, 2011.


QR PROPERTIES: Amends Plan Disclosures Ahead of Thursday's Hearing
------------------------------------------------------------------
QR Properties, LLC filed with the U.S. Bankruptcy Court for the
District of Massachusetts an amended disclosure statement with
respect to the Amended Plan of Reorganization.

Pursuant to the Amended Plan, the Debtor and Pulte Homes of New
England, LLC have entered into an agreement dated March 1, 2011,
which provides that Pulte Homes of New England, LLC will purchase
the Premises from the Debtor for the Base Purchase Price,
$7,350,000.00 and the Additional Purchase Price, as defined in the
Agreement.  The Premises refer to a real property entitled "The
Residences at Quail Ridge" located at 354 B Great Road and Skyline
Drive, Acton, Massachusetts and the buildings and improvements
thereon.  The Premises contains approximately 156 acres and
currently includes an 18-hole golf course.

The Agreement contemplates the conversion of the golf course from
an 18-hole course to a nine hole course and the construction and
ultimate sale by Pulte Homes of New England, LLC of as many as 174
housing units on the Premises. The Additional Purchase Price is to
be generated by the sale of the housing units in accordance with a
formula set forth in the Agreement.  The sale of the Premises to
Pulte Homes of New England, LLC is to be free and clear of all
liens, claims, encumbrances and interests, except as otherwise set
forth in the Plan, with said claims arising from any lien, claim,
encumbrance or interest in the Premises attaching to the proceeds
of the sale to the same extent, priority and validity that existed
on the Petition Date.

The Base Purchase Price and the Additional Purchase Price will be
used to fund the Plan.

The Agreement and the Plan contemplate that the Debtor will open
and operate the golf course in 2011 and further that the Debtor
and Pulte Homes of New England, LLC will complete the process of
obtaining and finalizing certain permits required for the
construction of the housing units.

The Plan provides for this treatment to these claims:

   * Holders of Class One Priority Non-Tax Claims will be paid
     100% of the unpaid amount of the Allowed Claim in Cash. Class
     One is not Impaired and, thus is deemed to have voted to
     accept the Plan.

   * Class Two consists of the secured claim of the Town of Acton.
     The Debtor scheduled the claims of the Town of Acton as being
     in the amount of $114,344 as of the Petition Date of
     November 3, 2011, and additional amounts have accrued since
     the Petition Date.  The Town of Acton has filed a proof of
     claim, which indicates that as of April 29, 2011, its claims
     totaled $168,408.  The Town Of Acton Secured Claim will be
     paid 100% of the unpaid amount of the Allowed Claim in Cash
     from the Base Purchase Price on the Sale of the Premises.
     Class Two is not impaired and is thus not entitled to
     vote on the Plan.

   * Class Three will consist of the Webster Bank Secured Claim.
     The Plan provides for payment of Webster Bank's Allowed Claim
     by payment of the balance of the Base Purchase Price, after
     payment of the Secured Claim of the Town of Acton, to
     Webster Bank on account of its Allowed secured claim.  Class
     Three is unimpaired and is thus not entitled to vote on the
     Plan.

   * Class Four will consist of the holders of Allowed General
     Unsecured Claims against the Debtor's estate.  The holders of
     Allowed Class 4 Claims will be paid on a pro rata basis from
     the Additional Purchase Price after the Allowed Secured Claim
     of Webster Bank is paid in full.  Class Four is impaired and
     is thus entitled to vote on the Plan.

   * Class Five will consist of the claims, to the extent that
     they are allowed, of Brie Consulting Corp., Craig Palmer,
     Gloria W. Palmer, Trustee of the Palmer Family Trust, John L.
     Spencer, Lia Grasso, Mario F. Rolla, Peabody Family
     Investments, LLC, Philip M. Miller, Jr. and William B.
     McPherson, III, who are all members of the Debtor, QR
     Properties, LLC.  The claims of those claimants will be
     deemed to be subordinated to the Class 4 General Unsecured
     Claims notwithstanding any mortgages or other security
     instruments affecting the Premises and held by those
     claimants.  Class Five is impaired and is thus entitled to
     vote on the Plan.

   * Class Six will consist of the claims of holders of Interests
     in the Debtor.  It is not anticipated that the Holders of
     Interests in Class 6 will receive any distributions on
     account of those Interests.  Holders of Interests in Class 6
     will be deemed to have rejected the Plan.

As previously reported by the TCR on May 13, 2011, the Court will
consider adequacy of the disclosure statement on June 30, 2011 at
10:45 a.m.

A full-text copy of the amended disclosure statement is available
for free at http://bankrupt.com/misc/QRProperties_May19AmDS.pdf

                    Webster Bank Objects

Webster Bank opposes the approval of the Amended Disclosure
Statement because it contains inaccurate or at best inadequate
information as to (a) the Debtor's proposed adequate protection of
Webster Bank's mortgage; (b) the treatment of Webster Bank's
secured claim as an unimpaired claim, and; (c) amounts and sources
of necessary funding for post-confirmation costs of operation of
the Debtor's business.

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QR PROPERTIES: Webster Bank Sees Adequate Protection Payments
-------------------------------------------------------------
Webster Bank asks the U.S. Bankruptcy Court for the District of
Massachusets to compel QR Properties, LLC to provide adequate
protection of its mortgage on the real estate of the Debtor.

Webster Bank complains that more than 90 days have passed since
the Petition Date but the Debtor has not paid the lender any
adequate protection payments or other payments in an amount equal
to interest at the then applicable non-default contract rate of
interest on the value of the creditor's interest in the real
estate.

By this motion, Webster Bank seeks adequate protection of its
interest in the collateral pursuant to Section 326(d)(3) of the
Bankruptcy Code in the form of monthly interest payments of
$31,521.

The Court will consider Webster Bank's request on June 30, 2011 at
10:45 a.m.

Webster Bank is represented by:

         Stephen A. Izzi, Esq.
         MOSES & AFONSO, LTD.
         160 Westminster Street, Suite 400
         Providence, Rhode Island 02903
         Tel: (401) 453-3600
         Fax: (401) 453-3604
         E-mail: sizzi@mosesafonso.com

Templeton, Massachusetts-based QR Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 10-
45514) on Nov. 3, 2010.  Joseph G. Butler, Esq., at Barron &
Stadfeld, P.C., assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million.


QUALITY DISTRIBUTION: Moody's Upgrades CFR to B3; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Quality Distribution, LLC's
ratings including its corporate family and probability of default
ratings to B3 from Caa1. A speculative grade liquidity rating of
SGL-3 was assigned. The outlook was revised to stable from
positive.

These ratings were upgraded:

   -- Corporate family rating, to B3 from Caa1

   -- Probability of default rating, to B3 from Caa1

   -- $225 million second lien notes due 2018, to B3 (LGD-4, 58%)
from Caa1 (LGD-4, 58%)

This rating was assigned:

SGL-3

RATINGS RATIONALE

The ratings upgrade is based on the expectation that the recent
improvement in Quality's credit metrics will be sustainable over
the intermediate term. Management's proactive efforts to reduce
debt and improve the company's operating margins boosted free cash
flow over the last twelve months ended March 31, 2011. Proceeds
from the February 2011 public offering were used to partially pay
down the company's existing PIK notes due 2013 and the improvement
in operating margins was driven by cost controls as well as
general positive trends in the chemical-related trucking industry
with respect to both price and volume. Debt/EBITDA and FCF/debt
for the last twelve months ended March 31, 2011 stood at
approximately 5.4x and 5%, respectively.

The stable outlook reflects Quality's adequate liquidity profile
supported by expected positive free cash flow generation on an
annual basis. Further meaningful improvement in operating income
could be pressured by increasing uncertainty regarding the rate of
U.S. economic growth over the intermediate term affecting volume
demand as well as higher driver-related costs and persistent
elevated fuel prices.

The SGL-3 liquidity rating denotes an adequate liquidity profile
characterized by a manageable debt maturity schedule and at least
$50 million of expected availability under the multi-year asset
based revolver over the next twelve months. Debt maturities are
not meaningful until 2013 when the $225 million ABL matures.
Expected positive free cash flow generation over the next twelve
months is supported in part by lower interest expense and the
likelihood that Quality will be able to maintain current or
slightly better operating income levels due to the full benefits
of past restructuring efforts and the higher revenue growth rate
and operating income margins in Quality's intermodal segment which
are roughly double the margins in the logistics segment. The
company is reliant on its revolver to fund seasonal working
capital needs. As of March 31, 2011 availability under the
company's June 2013 $225 million asset-based revolving credit
facility was $77.1 million while cash on hand was $2.7 million.
Quality typically keeps little cash on hand.

Although not anticipated over the near term, factors that could
lead to a positive outlook or stronger ratings include
demonstrating an ability to expand the top line excluding fuel
surcharges, while sustaining current margins and free cash flow
levels, lowering debt/EBITDA towards 4.3 times and demonstrating
EBIT/interest coverage at or above 1.9 times on a sustained basis.
Developments that could establish negative pressure on the ratings
include increased debt levels, a deterioration in the company's
liquidity profile, or an elevation of its debt/EBITDA towards 6.0
times and EBIT/interest falling to the 1.0 times level.

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

Quality Distribution, LLC and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida. The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's last twelve months ended March 31, 2011 revenues
totaled $703.2 million. Apollo Management, L.P. owns roughly 33%
of the common stock of Quality Distribution, Inc.


RANCHO HOUSING: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Rancho Housing Alliance, Inc., filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,588,500
  B. Personal Property              $293,623
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,315,250
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $23,572
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,066,036
                                 -----------      -----------
        TOTAL                    $12,882,123      $22,404,858

Based in Coachella, California, Rancho Housing Alliance, Inc.,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.


RCLC INC: Court Approves Wilson Elser as Environmental Counsel
--------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorzied RCLC Inc. fka Ronson
Corporation, et al., to employ Wilson Elser Moskowitz Edelman &
Dicker LLP as special environmental counsel to provide legal
services to the Debtors in connection with and relating to
challenging the validity of the environmental claims.

The firm's attorneys have litigated numerous environmental cases
involving various claims, including natural resource damage claims
in both New Jersey and throughout the United States.

The firm's hourly rates for lawyers expected to spend significant
time on the Chapter 11 case are:

  Members          $350-$500
  Special Counsel  $300-$400
  Associates       $235-$335
  Paralegals       $110-$150

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

                         About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel.  Attorneys at
Lowenstein Sandler, PC, represent the Creditors' Committee as
counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.


REAL MEX: S&P Cuts Corp. Credit Rating to 'CCC; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cypress, Calif.-based Real Mex Restaurants Inc. to 'CCC'
from 'B-'. The outlook is negative.

"At the same time, we lowered the issue-level rating on the senior
secured notes to 'CCC' from 'B-'. The recovery rating on the
secured debt is unchanged at '3', indicating our expectation for
meaningful (50% to 70%) recovery in the event of a payment
default," S&P said.

"The rating actions reflect our view that operating performance
will remain weak in 2011, likely requiring the company to amend
financial covenants," said Standard & Poor's credit analyst Andy
Sookram.

The company's loan agreement requires it to maintain minimum
excess cash flows and minimum interest coverage ratios.
Profitability has declined in recent quarters, and the cushion
under financial covenants has narrowed significantly. "We believe
certain elements could continue to depress performance in 2011,
including high unemployment in the company's core markets
such as California and food costs inflation plaguing the
restaurant industry," said Mr. Sookram. "These factors support our
view of the company's business risk profile as vulnerable."

Standard & Poor's negative rating outlook incorporates the
likelihood that it would lower the ratings if a covenant breach
occurs and restricts the company's liquidity, increasing the
probability of a default. "Given persistently weak operating
performance, we do not expect a positive rating action in the
near-term," said Mr. Sookram.


REALTY EXECUTIVES: Files Chapter 11 Plan of Reorganization
----------------------------------------------------------
J. Craig Anderson at the Arizona Republic reports that Realty
Executives Inc. has submitted its Chapter 11 reorganization plan
to the U.S. Bankruptcy Court and expects to emerge from bankruptcy
by the end of September.

According to the report, the plan, along with an accompanying
document known as a disclosure statement, explains the
circumstances that led the company to file for bankruptcy and
offers a proposal for repaying creditors, most of whom would be
paid in full.

The Arizona Republic discloses that Morrie Aaron, founder and
president of Phoenix-based MCA Financial Group, which is the
bankruptcy consultant to Realty Executives Inc., said that under
the reorganization plan, the law firm and bank would likely be
repaid in full.  In addition, all claims by current and former
employees would be paid in full, including deposits owed to former
agents.

The report adds that Richard Rector has agreed to defer repayment
of any debts which he is owed and actually would pay an additional
$300,000 toward the repayment of other creditors.  Most of the
remaining contractors, landlords and other unsecured creditors
would receive an estimated three-fourths of the money owed to
them, based on the now-profitable company's current projections,
Mr. Aaron said.  However, he noted that a pending legal claim by
former company president John Foltz could affect the company's
ability to repay those unsecured creditors.

If a claim by Foltz for breach of contract and unpaid compensation
is successful, Aaron said, it could reduce the amount paid on
unsecured claims -- including Foltz's claim -- to as little as 25
cents on the dollar, according to the report.

If a judge approves the reorganization plan and disclosure
statement, it would then go to a vote of creditors, including
Foltz.  Each creditor also would have the opportunity to submit a
competing reorganization plan, according to the Arizona republic.

Mr. Aaron said if no creditors object, the company could emerge
from bankruptcy as early as Sept. 30.  The real-estate agency
already has implemented a number of cost-cutting measures that
have made it a viable business again.

Based in Phoenix, Arizona, Realty Executives Inc. filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-
12497) on April 30, 2011.  Judge Randolph J. Haines presides over
the case.  Andrew Hardenbrook, Esq., Steven D. Jerome, Esq., and
Blake T. Hardwick, Esq., at Snell & Wilmer LLP, and, Paul Sala,
Esq., at Allen, Sala & Bayne PLC, represent the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


RED MOUNTAIN: Fitch Affirms 'D' Rating on Class G Certificates
--------------------------------------------------------------
Fitch Ratings has affirmed two classes of Red Mountain Funding
L.L.C.'s series 1997-1 commercial mortgage pass-through
certificates:

   -- $1.6 million class F at 'B-/LS5'; Rating Outlook Negative;

   -- $1.1 million class G at 'D/RR5'.

Classes A-1, A-2, B, C, D, and E have paid in full. Due to
realized losses, classes H, J and K have been reduced to zero.
Classes J and K are not rated by Fitch.

The affirmation is the result of concentration risk with only one
loan remaining in the pool, The Kare Center, and its exposure to
the healthcare sector. The loan is collateralized by a 240-unit
skilled nursing healthcare center in Biloxi, MS. The servicer
reported December 2010 occupancy at 83.31% and year-end December
2010 debt service coverage ratio at 2.94 times(x). The loan is
current as of the June 2011 remittance date.


REID PARK: Files Amended List of Largest Unsecured Creditors
------------------------------------------------------------
Reid Park Properties Limited Liability Company filed with the U.S.
Bankruptcy Court for the District of Arizona amended list of its
largest unsecured creditors disclosing:

   Name of Creditor          Nature of Claim     Amount of Claim
   ----------------          ---------------     ---------------
Wachovia/Wells Fargo               Hotel           $26,346,053
c/o LNR Partners
1601 Washington Ave., Suite 700
Miami Beach, FL 33139

Craycroft and Broadway             Loan             $9,000,000
Loan, LLC
2850 E. Skyline, Suite 150
Tucson, AZ 85718

Holliday Fenoglio                   Loan            $5,500,000
Fowler. LP
9 Greenway Plaza, Suite 700
Houston, TX 77046

Zachary Safrin                       Guarantee on   $3,000,000
7015 E. SunnyVale Rd.                GP Interest
Paradise Valley, AZ 85253

Lloyd Construction                   Hotel          $1,165,724
2180 N. Wilmot Rd.
Tucson, AZ 85705

Arizona Dept. of Revenue             Sales Tax         $66,013

City of Tucson                       Taxes             $57,459

TCF Equipment Services               2010 Ford         $40,320
                                     E 150

Toyota Motor Credit                  2011 Toyota       $37,748
                                     Sienna

PNC Equipment Finance                Utility Vehicle   $31,263

Jim Click Ford Services              2008 Ford Truck   $19,108

Marc's New West Design               Trade Debt        $18,750
Interiors

EZ Trading, LLC                      Equipment          $8,455

Arizona Health, LLC                  Trade Debt           $544

Ruby Begonia Interior                Trade Debt           $510
Plants

Western Exterminator                 Trade Debt           $450

Iron Mountain Records                Trade Debt           $396

Service Solutions Group              Trade Debt           $338

Grainger                             Trade Debt           $316
Dept. 868-863736419

Arizona Commercial Lighting          Trade Debt           $315

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.


RELIANCE GROUP: Trust May Bring Bondholder Claims v. Deloitte
-------------------------------------------------------------
The Court of Appeals of New York held that the RGH Liquidating
Trust, established under the bankruptcy reorganization plan of
Reliance Group Holdings, Inc., as the debtor's successor, is "one
person" within the meaning of the single-entity exemption in the
Securities Litigation Uniform Standards Act of 1998.  As a result,
SLUSA does not preclude the Supreme Court from adjudicating the
state common law fraud claims that the Trust has brought against
Deloitte & Touche LLP, an accounting and consulting firm, and Jan
A. Lommele, a principal of the firm, for the benefit of RGH's and
RFS's bondholders.

More than 50 bondholders of RGH assigned claims to the RGH
Liquidating Trust, which agreed to distribute to those bondholders
the net proceeds resulting from any recovery on those claims.  In
2006, the Trust then brought an action asserting the claims of the
bondholders (among others) against Deloitte & Touche and a
Deloitte principal under New York law.  The Trust alleges that
Deloitte, as RGH's auditor, fraudulently caused RGH's financial
condition to be misstated, thus inducing the bondholders to buy,
or to refrain from selling, RGH bonds.

Defendants moved to dismiss on various grounds, and the Supreme
Court granted the motion; as for the creditors' fraud claims, the
Supreme Court granted the Trust leave to serve and file an amended
complaint to plead "reliance and the consequences of that reliance
with more specificity".  The Trust appealed -- except as to the
creditors' fraud claims -- and the Appellate Division affirmed.

The Trust filed an amended complaint, which alleged two causes of
action: one for actuarial fraud against Deloitte and Lommele, and
one for accounting and auditing fraud against Deloitte. The Trust
asserted these claims for the benefit of unidentified general
unsecured creditors; the senior and subordinated bondholders; 15
bank lenders; former employees; and the Pension Benefit Guarantee
Corporation, a wholly owned United States government corporation
and agency of the United States. The Trust committed to distribute
any monies recovered on the bondholders' claims on a pro rata
basis to a "participant list" maintained by a depository trust
company, as well as to those who "have identified himself as
bondholders by filing proofs of claims with the Bankruptcy Court."

Deloitte moved to dismiss, now arguing that SLUSA preempted the
lawsuit.  The Trust countered that it qualified for the so-called
single-entity exemption that SLUSA affords "a corporation,
investment company, pension plan, partnership, or other entity
. . . not established for the purpose of participating in the
action".

In a decision dated Nov. 7, 2007, the Supreme Court held that the
Trust was a single entity within the meaning of SLUSA because its
primary purpose was broader than the pursuit of the state law
fraud claims.  Accordingly, the court granted the motion only as
to the Trust's claims on behalf of the unidentified general
unsecured creditors, whose reliance was not specifically pleaded.
Deloitte appealed; the Trust did not cross appeal.

On Dec. 8, 2009, the Appellate Division modified the Supreme
Court's order by granting the motion to dismiss the Trust's claims
for the benefit of the bondholders.  The court took the position
that the Trust was not exempt from SLUSA as a single entity
because "the bondholders' claims against Deloitte [were] not being
asserted on behalf of the Reliance bankruptcy estate; the claims
originally belonged to the bondholders, not Reliance".  The
Appellate Division agreed, however, that Supreme Court properly
declined to dismiss the Trust's claims for the benefit of the
other groups of creditors -- i.e., the 15 banks, two former
employees and the PBGC.

In reversing the Appellate Division's ruling, the Court of Appeals
acknowledged that Chapter 11 plans often call for similar post-
confirmation liquidation vehicles to collect, administer and
distribute estate assets after the debtor's plan has been
confirmed.  The "shortening of Chapter 11 timelines" effected by
the Bankruptcy Abuse Prevention and Consumer Protection Act of
2005 may have "increas[ed] the importance and prominence of PCLVs"
because they "allow a Chapter 11 debtor to focus pre-confirmation
on the more pressing needs of its reorganization or liquidation
while deferring issues regarding illiquid estate assets, causes of
action, and claims reconciliation until after the confirmation of
its plan," the Court of Appeals pointed out, citing Thau,
Friedland and Geekie, Jr., "Postconfirmation Liquidation Vehicles
[Including Liquidating Trusts and Postconfirmation Estates]: An
Overview," 16 J Bankr L & Prac 2 Art 4 [2007]).

Judge Susan Phillips Read wrote the Opinion.  Chief Judge Jonathan
Lippman and Judges Carmen Beauchamp Ciparick, Victoria A. Graffeo,
Judge Eugene F. Pigott, Jr., and Judge Theodore J. Jones
concurred.

Judge Robert S. Smith dissented and voted to affirm the Appellate
Division's order dismissing bondholders' claims.  Judge Smith held
that, to treat the Trust as a single person when it is
implementing that purpose, and to ignore the obvious fact that it
is acting on behalf of more than 50 other persons, simply invites
evasion of SLUSA.  He said it is undisputed that "the assignors"
were not a bankrupt corporation, but more than 50 bondholders.
The bondholders have tried to avoid SLUSA by running their claims
through a liquidation trust.

The appellate case is The RGH Liquidating Trust, & C., Appellant,
v. Deloitte & Touche LLP et al., Respondents, No. 99 (N.Y. App.
Ct.).  A copy of the Slip Opinion dated June 23, 2011, is
available at http://is.gd/v6t8qOfrom Leagle.com.

                  About Reliance Group Holdings

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- owned 100% of the stock of Reliance
Financial Services Corporation, which, in turn, owned 100% of the
stock of Reliance Insurance Company.  RIC generated upwards of 90%
of the income of RGH, whose principal business was its ownership,
through RFS, of RIC and its property and casualty insurance
subsidiaries.

On May 29, 2001, the Commonwealth Court of Pennsylvania placed RIC
in rehabilitation, and named the Pennsylvania Insurance
Commissioner as RIC's rehabilitator.  RIC entered liquidation on
Oct. 3, 2001, and the Commissioner was appointed liquidator.

RGH and RFS filed for chapter 11 protection on June 12, 2001
(Bankr. S.D.N.Y. Case No. 01-13403) listing $12,598,054,000 in
assets and $12,877,472,000 in debts.  On April 22, 2005, RFS's
plan of reorganization, approved by the bankruptcy court, went
into effect and RFS emerged from bankruptcy as Reorganized RFS
Corporation.  Under RFS's bankruptcy plan, its litigation claims
and those of its general unsecured creditors were assigned to RGH.
The bankruptcy court confirmed RGH's First Amended Plan effective
Dec. 1, 2005, which created a liquidating trust.


RITE AID: Ten Directors Elected at Annual Meeting
-------------------------------------------------
The Compensation Committee of the Board of Directors of Rite Aid
Corporation authorized and approved an amendment of certain
outstanding stock options, restricted stock and restricted stock
units granted under Rite Aid's equity plans, which, prior to the
amendment, had been silent regarding the effect of a change in
control of Rite Aid on those awards.  The amendment generally
affects awards granted under Rite Aid's 2006 Omnibus Equity Plan,
2004 Omnibus Equity Plan, 2001 Stock Option Plan, 2000 Equity
Plan, and 1999 Stock Option Plan.  The purposes of the amendment
are to align awards under those plans with the approach taken
under Rite Aid's 2010 Omnibus Equity Plan and to reflect emerging
best practices in this area, which is to move away from automatic
vesting of equity upon a change in control.  The 2010 Plan was
submitted to and approved by stockholders at the annual meeting of
stockholders held in 2010.

Unless otherwise provided by the Compensation Committee of the
Board of Directors, the 2010 Plan provides for "double trigger"
vesting of awards (requiring a qualifying termination of
employment within 24 months following a change in control of Rite
Aid) if outstanding awards are assumed or substituted in the
change in control transaction, and for immediate vesting of awards
if outstanding awards are not assumed in the change in control
transaction.

Awards that currently contain change in control provisions,
whether pursuant to an individual employment agreement, award
agreement or award letter will not be amended.  The amendment will
affect certain awards held by a wide array of Rite Aid's
associates, including outstanding restricted stock awards held by
Mr. Standley, the Company's President and Chief Executive Officer,
as well as restricted stock awards and stock options held by Mr.
Vitrano, the Company's Senior Executive Vice President, Chief
Financial Officer and Chief Administrative Officer, Mr.
Martindale, our Senior Executive Vice President and Chief
Operating Officer, Mr. Fiala, the Company's Executive Vice
President, Store Operations and Mr. Thompson, our Executive Vice
President, Pharmacy.

Rite Aid held its 2011 Annual Meeting of Stockholders on June 23,
2011.  The Stockholders:

   (a) elected Rite Aid's nominees to the Board of Directors.  The
       persons elected to Rite Aid's Board of Directors are: (1)
       Joseph B. Anderson, Jr., (2) Andre Belzile, (3)  
       Francois J. Coutu, (4) Michel Coutu, (5) James L. Donald,
       6) David R. Jessick, (7) Michael N. Regan, (8) Mary F.
       Sammons, (9) John T. Standley and (10) Marcy Syms;

   (b) ratified the appointment of Deloitte & Touche LLP as Rite
       Aid's independent registered public accounting firm;

   (c) approved, on an advisory basis, the compensation of Rite
       Aid's Named Executive Officers as set forth in Rite Aid's
       proxy statement for the 2011 Annual Meeting of
       Stockholders;

   (d) approved a one year frequency of future advisory on the
       compensation of Rite Aid's Named Executive Officers; and

   (e) did not approve a stockholder proposal relating to a policy
       on gross-up payments.

                           About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $555.42 million on $25.21 billion
of revenue for the year ended Feb. 26, 2011, compared with a net
loss of $506.67 million on $25.67 billion of revenue for the year
ended Feb. 27, 2010.

The Company's balance sheet at Feb. 26, 2011, showed $7.55 billion
in total assets, $9.76 billion in total liabilities and a $2.21
billion total stockholders' deficit.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.


RMM, L.L.C.: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RMM, L.L.C.
          dba Kentucky Fried Chicken (KFC)
              J.F.S. International, Inc.
        1740 Hudson Bridge Road
        PMB 1206
        Stockbridge, GA 30281

Bankruptcy Case No.: 11-68396

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Rodney L. Eason, Esq.
                  THE EASON LAW FIRM
                  6150 Old National Highway, Suite 200
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644
                  E-mail: reason@easonlawfirm.com

Scheduled Assets: $1,543,549

Scheduled Debts: $1,332,916

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-68396.pdf

The petition was signed by Milton Sanders, member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
JFS International, Inc.               11-54205            02/11/11
Milton & Judith Sanders               11-62707            04/28/11


ROBERT BLECHMAN: District Court Rules in Government's Lawsuit
-------------------------------------------------------------
Senior District Judge Sam A. Crow ruled on pretrial motions filed
in response to the U.S. government's first superseding indictment
in the case, United States of America, v. Robert Andrew Blechman
and Michael N. Sofris, No. 10-40095-01/02-SAC (D. Kan.), which
charges both defendants with a single count of conspiracy in
violation of 18 U.S.C. Section 371 and a single count of criminal
contempt, 18 U.S.C. Section 2 & 401 with reference to Section
1348(c).  A copy of Judge Crow's June 22, 2011 Memorandum and
Order is available at http://is.gd/bAPpIDfrom Leagle.com.

Robert Blechman filed for Chapter 11 bankruptcy on May 17, 2010,
in the Central District of California Bankruptcy Court.


ROUND TABLE: Lenders Call for Examiner in Fight Over Restructuring
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Round Table Pizza Inc.'s
lenders are escalating their opposition to the restaurant chain's
reorganization plan, calling for the appointment of a case
examiner and insisting that the Chapter 11 proposal is "doomed."

                           About Round Table

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as its auditor and accountant,
Farella Braun + Martel LLP as counsel for the special purpose of
providing non-bankruptcy corporate law and general litigation
services, Littler Mendelson P.C. to advice on employment law
matters, Huntley, Mullaney, Spargo & Sullivan Inc. as its real
estate consultant, Snell & Wilmer, LLP to advise and represent the
Debtor in matters related to franchise law, and Hinman &
Carmichael LLP as Beverage Law counsel.

Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

On Feb. 22, 2011, the Acting U.S. Trustee appointed an official
committee of unsecured creditors.  The committee has tapped
Brownstein Hyatt Farber Schreck, LLP as counsel.  The Debtor also
tapped First Bankers Trust Services, Inc. as discretionary,
independent, and institutional ESOP Trustee, and Johanson Berenson
LLP as an ESOP counsel.


ROUND TABLE: Hires Hinman & Carmichael to Assist in Beverage Law
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has authorized Round Table Pizza Inc., et al., to employ Hinman &
Carmichael LLP as Beverage Law counsel.

Hinman & Carmichael will advise the Debtor to ensure that it
complies fully with all applicable Beverage Laws.  Round Table
operates approximately 128 stores in several states, all of which
sell beer and wine.  Each state maintains a system of laws
governing the sale of alcoholic beverages, including laws
governing the licensing of sellers, the disposal of inventory,
drinking ages and other matters.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.


ROUND TABLE: Hires Johanson Berenson as ESOP Trustee Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has authorized Round Table Pizza Inc., et al., to employ Johanson
Berenson LLP as an ESOP counsel.

Johanson Berenson will advice Round Table's Employee Stock Option
Plan to ensure that it appropriately addresses its duties.  The
ESOP has been Round Table's principal shareholder since the 1990s,
and has been its sole shareholder for more than a decade.  The
ESOP is an independent appraiser valued Round Table at $45 million
approximately one year ago.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.


ROUND TABLE: Hires Littler Mendelson as Employment Law Adviser
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has authorized Round Table Pizza Inc., et al., to employ Littler
Mendelson P.C. to provide advice on employment law matters.

Littler will represent the Debtor in connection with employment
law disputes and assist in the Debtor's response of the matter
related to the Federal EEOC's investigation of alleged
discrimination practices at a company store in Fresno, California.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtors
also tapped Frank, Rimerman & Co. as an auditor and accountant.
Round Table disclosed $1,066,524 in assets and $35,625,649 in
liabilities as of the Chapter 11 filing.

The case is jointly administered with affiliates -- The Round
Table Franchise Corporation, Round Table Development Company, and
Round Table Pizza Nevada LLC.

The U.S. Trustee formed a three-member official committee of
unsecured creditors.  The committee has tapped Brownstein Hyatt
Farber Schreck, LLP as counsel.  The Debtor also tapped First
Bankers Trust Services, Inc. as discretionary, independent, and
institutional ESOP Trustee, and Johanson Berenson LLP as an ESOP
counsel.


SATELITES MEXICANOS: Rene Salazar Appointed Interim CFO
-------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., announced that Luis Fernando
Stein Velasco has resigned as Chief Financial Officer of Satmex,
effective June 22, 2011.  Rene Moran Salazar has been appointed as
the interim Chief Financial Officer of the Company.

                          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.

At April 23, 2011, the Debtor's balance sheet showed
$436.1 million in total assets, $527.5 million in total
liabilities, and a stockholders' deficit of $91.4 million.


SEASON'S AT BIRDNEK: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: The Season's at Birdnek Point, LLC
        3704 Pacific Avenue
        Virginia Beach, VA 23451

Bankruptcy Case No.: 11-72915

Chapter 11 Petition Date: June 26, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: John D. McIntyre, Esq.
                  WILSON & MCINTYRE, PLLC
                  500 East Main Street, Suite 920
                  Norfolk, VA 23510
                  Tel: (757) 961-3900
                  E-mail: jmcintyre@wmlawgroup.com

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

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

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

The petition was signed by John Mamoudis, member/manager.


SEDONA DEVELOPMENT: Amends Plan Disclosures to Address Objections
-----------------------------------------------------------------
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization."

This second amended joint disclosure statement is being filed to
specifically address the objections of the Davis Group and
Specialty regarding the disclosure statement.  The Court has
approved this Disclosure Statement for dissemination
to creditors.

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

      http://bankrupt.com/misc/sedona.2ndamendedjointDS.pdf

As reported in the TCR on May 24, 2011, Don H. Davis, Jr., Lute
Riley, and Hans Epprecht objected to the Debtors' amended
disclosure statement because it fails to provide adequate
information.  The Debtors' Plan purports to impact over
$100 million dollars in creditor claims, yet maintains the very
management that steered this ship into the bankruptcy iceberg.
In light of the extremely large amount of debt and number of
claimants, and the relatively small asserted value of the Debtors'
remaining assets, substantial additional disclosures are
warranted.  Moreover, where the Debtors purport to substantively
consolidate their assets and liabilities through the Plan, simple
explanations that "management was not at fault for the bankruptcy
filings" and that "funds were commingled" are woefully
insufficient to provide creditors with adequate information to
cast the votes on the Plan.  Finally, no Disclosure Statement can
be approved until the accounting of the use of the over
$200 million that flowed through the Debtors since the beginning
of the Seven Canyon project and the related party payments, is
created and reviewed.

As reported in the TCR on April 27, 2011, the Debtor submitted to
the Court a Plan of Reorganization, amended as of April 6, 2011.
Under the amended Plan, the Reorganized Debtor will continue to
market and sell Villa Intervals on Parcel A through the designated
broker, CMC Realty, Inc., on terms and conditions (including the
payment of commissions) consistent with reasonable industry
standards.

The Reorganized Debtor will also continue exploring and
implementing opportunities to develop Parcels B and C through
existing management.

Under the amended Plan, the Debtor proposes to treat claims and
interests as follows:

   -- Allowed secured claims will be paid in full over a period of
      seven to 10 years.

   -- The Debtors intend to assume the Membership Plan and each
      Membership Agreement and do not intend to alter the Members'
      rights under the Membership Plan or Membership Agreement.

   -- Allowed General Unsecured Claims will share, pro-rata, in a
      distribution of the sum of $2,000,000 in cash paid by the
      Reorganized Debtor from the New Value contribution, on the
      90th day following the Effective Date of the Plan.  The New
      Interest Holders will arrange for the infusion of the
      Unsecured Distribution Amount into an account created by the
      Reorganized Debtor for the receipt of the funds.

   -- Allowed Unsecured Claims of Seven Canyons Lot Holdings will
      share, pro-rata, in a distribution of the sum of $100,000 in
      cash paid by the Reorganized Debtor from the New Value
      contribution, on the 90th day following the Effective Date
      of the Plan.

   -- Allowed Unsecured Claims of Cavan Related Entities Against
      Both SDP and the Club.  In the event that the existing
      Interest Holder becomes the New Interest Holder which owns
      the equity interest in the Reorganized Debtor, the holders
      of the insider Allowed Unsecured Claims in this Class will
      waive any and all Allowed Unsecured Claims against the
      Debtors.  However, if the current Interest Holder is not the
      New Interest Holder of the equity interests in the
      Reorganized Debtor, then the Allowed Unsecured Claims of
      insiders will not be waived and the Allowed Unsecured Claims
      in this Class will share, pro-rata, in a distribution of the
      sum of $100,000 in cash paid by the Reorganized Debtor from
      the New Value contribution, on the 90th day following the
      Effective Date of the Plan.  The New Interest Holders will
      arrange for the infusion of the Insider Unsecured
      Distribution Amount into an account created by the
      Reorganized Debtor for the receipt of the funds.  Upon their
      receipt of their respective pro rata portions of the Insider
      Unsecured Distribution Amount, all Allowed Unsecured Claims
      in this Class shall be deemed paid and discharged in full.

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

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

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.


SEMGROUP LP: Former CEO Asks Court to Toss Fraud Suit
-----------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that former SemGroup LP
CEO Thomas L. Kivisto lobbied a Delaware bankruptcy court on
Thursday to quash a fraud suit brought against him in an Oklahoma
federal court, saying the claims belonged to a litigation trust
set up in the bankruptcy.

According to Law360, the former limited partners of the
reorganized oil distributor, now called SemCrude, filed suit in
Oklahoma federal court in January, bringing direct claims for
negligent misrepresentation, fraud and breach of fiduciary duty
against Kivisto stemming from SemGroup's collapse.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP's consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The Plan,
which distributed more than $2.5 billion in value to stakeholders,
was declared effective on Nov. 30, 2008.


SHELBRAN INVESTMENTS: Case Could be Dismissed or Converted Today
----------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, asks the
U.S. Bankruptcy Court for the Middle District of Florida to
dismiss the Chapter 11 case of Shelbran Investments LP or convert
the Debtor's bankruptcy case, citing that the Debtor has not filed
a Chapter 11 plan and disclosure statement.

Independence Bank, Odell Income Fund LP and Encore Income Fund LLC
also wants the Debtor's case dismissed or converted.

A hearing is set for today, June 28, 2011, at 9:30 a.m., in 4th
Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida,
to consider the Trustee's request.

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on Dec. 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
an the committee.


SIDDHI-VINAYAK: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SIDDHI-VINAYAK of Tennessee, INC.
          dba Quality Inn-Orlando Airport
          aka Siddhi-Vinayak, Inc
        2601 McCoy Road
        Orlando, FL 32809

Bankruptcy Case No.: 11-09477

Chapter 11 Petition Date: June 21, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

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

Scheduled Assets: $2,141,421

Scheduled Debts: $6,866,534

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-09477.pdf

The petition was signed by Mafu Patel, president.


SOUTH OF THE STADIUM: Sec. 341 Creditors' Meeting on July 6
-----------------------------------------------------------
The United States Trustee for the Northern District of Texas will
convene a Meeting of creditors pursuant to 11 U.S.C. Sec. 341(a)
in the bankruptcy cases of 261 CW Springs LTD, South of the
Stadium I LLC, and WS Mineral Holdings LLC, on July 6, 2011, at
10:00 a.m. at FTW 341 Rm 7A24.

Proofs of claim are due by Oct. 4, 2011.

South of the Stadium I, LLC, in Carrollton, Texas, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-43278) on June 6, 2011.
Debtor-affiliates 261 CW Springs LTD (Bankr. N.D. Tex. Case No.
11-33757), WS Minerals LLC (Bankr. N.D. Tex. Case No. 11-43273),
and WS Mineral Holdings LLC (Bankr. N.D. Tex. Case No. 11-43290)
also filed on the same day.  Judge D. Michael Lynn presides over
the cases.  Richard W. Ward, Esq. -- rwward@airmail.net -- Plano,
Texas, serves as the Debtors' bankruptcy counsel.

South of the Stadium I, WS Minerals LLC, and WS Mineral Holdings
LLC each estimated assets and debts of $10 million to $50 million
in their petitions.  261 CW Springs estimated assets and debts of
$1 million to $10 million in its petition.  The petitions were
signed by Jeff Shirley, authorized representative.


STELLAR GT: Georgian to Be Sold or Have Debt Restructured
---------------------------------------------------------
Stellar GT TIC and VFF TIC, owners of the Georgian apartments
located at 8750 Georgia Avenue in Silver Spring, Maryland, have
filed for Chapter 11 bankruptcy protection.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The proposed plan is premised on either (1) a sale of
the project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.

The 891-unit Georgian Towers was completed in 1969.  The Debtors
bought the property for $89.5 million in 2004 and spent another
$35 million to upgrade the tower in 2009.  Stellar GT owns a 10%
interest in the Georgian, with the remaining interest is owned by
VFF TIC.  The complex is more than 90% occupied as of the
bankruptcy filing.

Broker CB Richard Ellis Inc. has been hired to conduct the sale.

The auction rules provide that a first-round sealed bid would be
required to be submitted by Aug. 24.  The broker would then have
until Sept. 5 to negotiate with the first-round bidders.  Second-
round sealed bids would be due Sept. 5.  The highest second-round
bid would be identified by Sept. 12, 2011.  The highest bid would
be submitted for approval at the confirmation hearing in October.

Wells Fargo, the holder of a $207.6 million secured debt, can bid
at the auction.  The sale will occur if a bidder other than Wells
Fargo submits the highest bid for the project and the debt
restructuring will occur if Wells Fargo is the highest bidder.

The Chapter 11 bankruptcy filing follows negotiations between the
Debtors and Wells Fargo since the apartment complex was placed
under court-appointed receivership in December 2009.
Greystar Management Services, LP was named receiver for the
Georgian project and Greystar Real Estate Partners Dallas LP was
retained to manage the Georgian.


STELLAR GT: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Stellar GT TIC LLC
        8750 Georgia Avenue
        Silver Spring, MD 20910

Bankruptcy Case No.: 11-22977

Chapter 11 Petition Date: June 22, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Matthew G. Summers, Esq.
                  BALLARD SPAHR LLP
                  300 East Lombard Street, 18th Floor
                  Baltimore, MD 21202
                  Tel: (410) 528-5679
                  Fax: (410) 361-8930
                  E-mail: summersm@ballardspahr.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Robert Rosania, authorized signatory.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Stellar GT Lessee, LLC                10-17376            04/05/10

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Montgomery County                  --                      Unknown
Department of Finance
255 Rockville Pike, Suite L-15
Rockville, MD 20850


STEPHEN NEIDLINGER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Stephen T. Neidlinger
        1762 Highway 21 South
        Springfield, GA 31329

Bankruptcy Case No.: 11-41292

Chapter 11 Petition Date: June 24, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr.
                  JAMES L. DRAKE, JR., P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  E-mail: jdrake7@bellsouth.net

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

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

A list of the Debtor's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/gasb11-41292.pdf


SYNTERRA 3020: Can Access Cash Collateral Until June 30
-------------------------------------------------------
The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Synterra 3020 Market
LP to use, on the fourth interim basis, cash collateral of Wells
Fargo Bank N.A.

The Debtor can use cash collateral until June 30, 2011, pursuant
to the budget.

According to the Debtor, it does not have sufficient unencumbered
cash or other assets with which to continue to operate its
business in Chapter 11.  The Debtor is unable to obtain unsecured
credit.  The Debtor said it requires immediate access to cash
collateral to continue its business without interruption toward
the objective of formulating an effective plan of reorganization.

The Debtor granted the lender valid and perfected first priority
security interest in, and perfected first priority mortgage lien
on the prepetition collateral and all postpetition proceeds.

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

                       About Synterra 3020

Philadelphia-based Synterra 3020 Market, L.P., is the master
lessor of certain real property located in the City of
Philadelphia, 27th Ward, Commonwealth of Pennsylvania and commonly
known as 3020-3052 Market Street, City of Philadelphia,
Philadelphia County, Pennsylvania.  Its primary tenants are the
University of Pennsylvania, Level 3 Communications, LLC, Synterra,
Ltd., Lincoln University, and T Mobile, AT&T.

Synterra 3020 filed for Chapter 11 bankruptcy protection on
January 12, 2011 (Bankr. E.D. Pa. Case No. 11-10205).  Albert A.
Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi
Ciardi & Astin, P.C., in Philadelphia, Pa., serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


T&R INVESTMENTS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: T&R Investments, Inc.
        4181 Fir Road
        Mishawaka, IN 46545

Bankruptcy Case No.: 11-32515

Chapter 11 Petition Date: June 23, 2011

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Neil A. Waechter, Esq.
                  MACEY & ALEMAN
                  220 W. Colfax, Suite 400
                  South Bend, IN 46601
                  Tel: (574) 234-0378
                  E-mail: nwa@legalhelpers.com

Estimated Assets: $100,001 to $500,000

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

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/innb11-32515.pdf

The petition was signed by Troy R. Treat, president and registered
agent.


TALON THERAPEUTICS: James Flynn Discloses 35.27% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, James E. Flynn and his affiliates disclosed
that they beneficially own 9,737,217 shares of common stock of
Talon Therapeutics, Inc., representing 35.27% of the shares
outstanding.  A full-text copy of the filing is available for free
at http://is.gd/XwJzOm

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year.  The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever.  The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.

As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern.  BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.

The Company's balance sheet at March 31, 2011, showed $17.51
million in total assets, $38.86 million in total liabilities,
$30.64 million in redeemable convertible preferred stock, and a
$51.99 total stockholders' deficit.


TALON INTERNATIONAL: Files Form S-8; Registers 13.86MM Shares
-------------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement registering
2,310,000 shares of common stock issuable under the Amended and
Restated Talon International, Inc., 2008 Stock Incentive Plan.

The Company registered an additional 11,557,000 shares of common
stock issuable under these Restricted Stock Unit Agreements:

   -- 5,778,500 shares of Common Stock issuable to Lonnie D.
      Schnell pursuant to that certain Restricted Stock Unit
      Agreement, dated as of July 30, 2010, between the Company
      and Lonnie D. Schnell; and

   -- 5,778,500 shares of Common Stock issuable to Larry Dyne
      pursuant to that certain Restricted Stock Unit Agreement,
      dated as of July 30, 2010, between the Company and Larry
      Dyne.

                     About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

The Company reported a net loss of $1.46 million on $41.46 million
of net sales for the year ended Dec. 31, 2010, compared with a net
loss of $2.69 million on $38.67 million of net sales during the
prior year.

The Company's balance sheet at March 31, 2011, showed $15.24
million in total assets, $10.35 million in total liabilities,
$18.48 million in Series B convertible preferred stock and a
$13.59 million in total stockholders' deficit.


TAPATIO SPRINGS: U.S. Trustee Wants Chapter 11 Case Dismissed
-------------------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 7, asks the
Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas to dismiss the Chapter 11 case of Tapatio
Springs Real Estate Holdings LP.

According to the trustee, the Debtor has not filed a plan and
disclosure statement in this case.  The trustee alleges upon
information and belief that, on June 7, 2011, the Debtor's lender
foreclosed on the Debtor's primary assets as per an agreed order
lifting the automatic stay.  Consequently, it does not appear
that Debtor will be able to confirm a plan of reorganization.  The
Debtor's continuing losses and inability to timely effectuate a
plan is cause for dismissal of the case.

The trustee adds that the Debtor has failed to file its monthly
operating report for the month of April 2011.  Failure to file
current accurate monthly operating reports is cause for dismissal
of a case.

                         About Tapatio Springs

Boerne, Texas-based Tapatio Springs Real Estate Holdings, Ltd,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case
No. 11-51263) on April 5, 2011.  The Debtor disclosed $20,677,999
in assets and $4,004,286 in liabilities as of the Chapter 11
filing.  Dean W. Greer, Esq., at the Law Offices of Dean W. Greer,
in San Antonio, Texas, serves as counsel.

Boerne, Texas-based Tapatio Springs Development Company, Inc.,
filed for Chapter 11 bankruptcy protection on (Bankr. W.D. Tex.
Case No. 11-51264) on April 5, 2011.

This the second bankruptcy filing for both Debtors.  Debtors
Tapatio Springs Development Company, Inc., and Tapatio Springs
Real Estate Holdings, Ltd, voluntarily filed for Chapter 11
bankruptcy relief (Cases Nos. 11-50050 and 11-50054) on Jan. 3,
2011.

The Debtors filed the first bankruptcies the day before secured
creditors Clyde B. Smith and Peggy Smith were set to foreclose on
the Debtors' property.  On Feb. 17, 2011, the Court dismissed the
first bankruptcies on the Smiths' motion and without opposition
from the Debtors.  Once dismissed, the Smiths re-posted the real
estate for non-judicial foreclosure on April 5, 2011.

The Debtors filed the instant second voluntary Chapter 11
petitions merely minutes prior to the announced starting time of
the posted foreclosure proceedings.  The foreclosure proceeded at
10:00 a.m. as announced and concluded with no party bidding more
than the Smiths' credit bid.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Tapatio Springs Real
Estate Holdings, Ltd, have expressed interest in serving on a
committee.


THORNBURG MORTGAGE: Targets BofA Over Bad Countrywide Loans
-----------------------------------------------------------
American Bankruptcy Institute reports that the court-appointed
trustee overseeing the liquidation of Thornburg Mortgage Inc. is
taking aim at what he calls Bank of America Corp.'s "elaborate
corporate shell game" to move the valuable assets of its
Countrywide mortgage lending subsidiary into the bank while
dumping its debts on "moribund" units with no hope of
rehabilitation.

                      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.


TITAN ENERGY: Units Enter Into Factoring Pacts with Harborcove
--------------------------------------------------------------
Grove Power, Inc., and Stellar Energy Services, Inc., both wholly-
owned subsidiaries of Titan Energy Worldwide, Inc., entered into
Factoring and Security Agreements with Harborcove Fund I, LP, a
New York-based commercial finance company.  Pursuant to the
Agreements, the Subsidiaries will factor their receivables on
terms disclosed therein.

The Company believes that entry into the Agreements will improve
its overall liquidity position, and those of the Subsidiaries,
going forward.

Full-text copies of the Factoring Agreements are available at no
charge at:

                        http://is.gd/XDMneF
                        http://is.gd/h0FqHd

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

The Company's balance sheet at March 31, 2011, showed $6.1 million
in total assets, $6.6 million in total liabilities, and a
stockholders' deficit of $519,471.

As reported in the TCR on April 12, 2011, UHY LLP, in Southfield,
Mich., expressed substantial doubt about Titan Energy Worldwide's
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that of the
Company's recurring losses and accumulated deficit.


TP INC: Trustee Taps Century 21 & Treasure Realty as Managers
-------------------------------------------------------------
Algernon L. Butler, III, appointed trustee of TP Inc., asks the
U.S. Bankruptcy Court for the Eastern District of North Carolina
for permission to employ Century 21 Action Inc. and Treasure
Realty Inc. as property managers to manage the rental of
properties.

The trustee proposed that Century 21 will manage the property of
the estate includes a multiple single family residences or
condominiums located in and around Surf City, North Carolina,
while Treasure Realty will manage the property estate at 3674
Island Drive, North Topsail Shores, North Carolina.

In exchange for the services, Century 21 will receive a 12%
commission of the net rental income received, while Treasure
Realty will get 15% commission of the rental income collected plus
annual advertising fee of $150.

The trustee assures the Court that the firms are "disinterest
persons" within the meaning of Section 101(14) of the Bankruptcy
Code.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel, and Gary K. Shipman and Shipman & Wright,
L.L.P., as special counsel to assist in matters relating to claims
by Bank of America and its agents.
  In its schedules, the Debtor disclosed $13,156,424 in assets and
$4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TP INC: Trustee Wants to Sell Property for $365,000
---------------------------------------------------
Algernon L. Butler, III, appointed trustee of TP Inc., asks the
U.S. Bankruptcy Court for the Eastern District of North Carolina
for permission to sell located at 460 A North Anderson Boulevard,
Topsail Beach in Pender County, North Carolina, to Willard B.
Jackson, Jr. and wife, Paulette B. Jackson, for $365,000.

A hearing is set for July 11, 2011, to consider the Debtor's
request.

According to the trustee, the sale proceeds will be subject to
the reasonable, necessary costs and expenses of preserving and
disposing of the property to the extent of any benefit to the
holders of a claim secured by the property.

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel, and Gary K. Shipman and Shipman & Wright,
L.L.P., as special counsel to assist in matters relating to claims
by Bank of America and its agents.
  In its schedules, the Debtor disclosed $13,156,424 in assets and
$4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TP INC: Court Approves Shipman & Wright as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized Algernon L. Butler, III, the duly-appointed
Chapter 11 trustee in the case of TP Inc., to retain Shipman &
Wright, L.L.P., as special counsel.

According to the Troubled Company Reporter on June 6, 2011, the
firm will assist the trustee in matters relating to claims by Bank
of America, N.A.

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

                          About TP, Inc.

Boone, North Carolina-based TP, Inc., is in the business of
property development and currently owns a various tracts of real
estate in and around North Topsail, Topsail Beach, and Surf City,
North Carolina.  The Company filed for Chapter 11 protection on
March 1, 2010 (Bankr. E.D. N.C. Case No. 10-01594).  David J.
Haidt, Esq., at Ayers, Haidt & Trabucco, P.A., represented
the Debtor.  The Debtor tapped Trawick H. Stubbs, Jr., and Stubbs
& Perdue, as counsel, and Gary K. Shipman and Shipman & Wright,
L.L.P., as special counsel to assist in matters relating to claims
by Bank of America and its agents.
  In its schedules, the Debtor disclosed $13,156,424 in assets and
$4,129,049 in liabilities.

Algernon L. Butler, III, is the duly-appointed Chapter 11 trustee
in the case of TP Inc., and is represented by Butler & Butler,
LLP, as counsel.


TRI-STAR ESTATES: Disclosure Failure Cues Case Dismissal Plea
-------------------------------------------------------------
J.E. Robert Company Inc., as special servicer for Wells Fargo
Bank, N.A., as trustee for Banc of America Commercial Mortgage
Inc. Commercial Pass-Through Certificates, Series 2005-1, asks the
U.S. Bankruptcy Court for the Northern District of Illinois to
dismiss the Chapter 11 case of Tri-Star Estates, LLC.

The special servicer explained that:

   -- the Debtor's proposed plan treats the trust's claim as fully
      secured despite the fact that the appraised value of the
      trust's collateral is less than half of the amounts owed to
      the trust by the Debtor;

   -- the trust is undersecured in the case, and that the
      unsecured portion of its claim renders the Debtor's proposed
      plan unconfirmable;

   -- the Debtor has yet to file a Statement of Financial Affairs
      which lists transfers to insiders made within one year prior
      to the Petition Date.

The special servicer adds that the Debtor's failure to disclosure
transfers to insiders in the one year prior to its bankruptcy
filing appears to have been no oversight.

The special servicer is represented by:

         Michael T. Benz, Esq.
         David F. Standa, Esq.
         CHAPMAN AND CUTLER LLP
         111 W. Monroe Street
         Chicago, IL 60603
         Tel: (312) 845-3000

                     About Tri-Star Estates

Chicago, Illinois-based Tri-Star Estates, LLC, is the owner of a
manufactured home community, consisting of approximately
900 sites located at 43 East 5000 North Road, Bourbonnais,
Illinois.  The Company filed for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 10-49360) on Nov. 3, 2010.  Crane, Heyman,
Simon, Welch & Clar represents the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.

No trustee, examiner or committee of unsecured creditors has been
appointed to serve in the Debtor's Chapter 11 Case.


TROPICANA PARTNERS: List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Tropicana Partners 2 LLC filed with the U.S. Bankruptcy Court for
the District of Nevada amended list of its largest unsecured
creditors, disclosing:

   Name of creditor          Nature of claim     Amount of claim
   ----------------          ---------------     ---------------
BB&T Bank/Colonial Bank      594 N. Stephanie      $5,615,790
PO Box 830738                Street APN
Birmingham, AL 35202         178-03-310-018

BB&T Bank/Colonial Bank      5693 S. Jones Blvd.   $5,612,077
PO Box 830738                APN
Birmingham, AL 35202         163-26-818-001

BB&T Bank/Colonial Bank      9827 W. Tropicana     $4,180,573
PO Box 830738                Ave. APN
Birmingham, AL 35202         163-30-101-022

Clark County Water           Utilities                 $4,709
Reclamation

Clark County Water           Utilities                 $3,943
Reclamation

Comfort Masters              Services                  $3,341


Desert Property Group        Services                  $1,350

Jan Lauver, Esq.
Guenther Law Offices         Services                  $5,000

Las Vegas Valley Water       Utilities                 $1,471

NV Energy                    Utilities                   $815

NV Energy                    Utilities                   $790

NV Energy                    Utilities                   $347

NV Energy                    Utilities                   $243

Protection One               Services                    $219

Republic Service             Services                    $217

Republic Service             Services                  $1,230

Travelers                    Insurance                 $6,990

Travelers                    Insurance                 $8,186

Travelers                    Insurance                 $7,725

Window Bright                Services                    $240

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev.
Case No. 11-14920).  Terry V. Leavitt, Esq., at Terry V. Leavitt,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


TROPICANA PARTNERS: Court Approves Terry V. Leavitt as Counsel
--------------------------------------------------------------
The Hon. Linda B. Riegle of the the U.S. Bankruptcy Court for the
District of Nevada authorized Tropicana Partners 2 LLC to employ
Terry V. Leavitt, Esq. of the law firm of Graves & Leavitt as
counsel.

As reported in the Troubled Company Reporter on May 30, 2011,
Mr. Leavitt will be representing the Debtor in the Chapter 11
proceedings.

Mr. Leavitt will be paid $400 per hour, on a retainer of $66,039.

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

                  About Tropicana Partners 2 LLC

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev.
Case No. 11-14920).  Terry V. Leavitt, Esq., at Terry V. Leavitt,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


TROPICANA PARTNERS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Tropicana Partners 2 LLC filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,700,000
  B. Personal Property              $393,684

  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,408,440

  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $47,428

                                 -----------      -----------
        TOTAL                     $8,093,684      $15,455,868

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev.
Case No. 11-14920).  Terry V. Leavitt, Esq., at Terry V. Leavitt,
serves as the Debtor's bankruptcy counsel.

San Jose, California-based Tropicana Partners 2 LLC filed for
Chapter 11 bankruptcy protection on April 1, 2011 (Bankr. D. Nev.
Case No. 11-14920).  Terry V. Leavitt, Esq., at Terry V. Leavitt,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.


TSO INC: Seeks to Auction Doswell Truck Stop Property
-----------------------------------------------------
TSO, Inc. sought and obtained the U.S. Bankruptcy Court for the
Eastern District of Virginia's approval of the Auction/List
Agreement for a real property known as the Doswell Truck Stop in
Doswell, Virginia, between the Debtor, Motley's Auction & Realty
Group and PeoplesBank, a Cordorus Valley Company dated May 25,
2011.

Specifically, the Debtor obtained (1) approval of the Agreement;
(2) authorization to employ and compensate Motley's to market and
conduct a reserve auction of the Property; and (3) approval of the
auction of the Debtor's real property as set forth the Agreement,
with any and all contracts obtained through the auction to be
subject to subsequent Court approval.

In early February 2011, the Debtor solicited proposals from
auction and sales firms for the marketing and sale of the
Property.  The Debtor received four proposals from both local and
national companies.  After review and consideration of the
proposals, the Debtor conducted interviews and further information
gathering sessions with two of the interested companies. After
consideration of all the information, the Debtor, in consultation
with the Secured Lender, selected Motley's and their proposed
marketing and auction process for the sale of the Property.

In conjunction with marketing the Property, Motley's will take the
actions necessary to obtain preliminary approval from Hanover
County to subdivide the Property so that it can be auctioned in
parcels or as a whole.  The Debtor will provide Motley's with an
advertising expense advance.  The Secured Lender will have the
right to credit bid at the auction.

The individuals at Motley's that will primarily be responsible for
the representation of the Debtor are Mark T. Motley and Timothy O.
Dudley.

The Trustee will compensate Motley's according to this guideline:

   -- in the event of a successful auction and sale of the
      Property, payment of a commission of 3.5% of the total
      purchase price on the property (the high bid plus a 5%
      buyer's premium upon the closing of any sale;

   -- in the event the Secured Lender is the high bidder on the
      Property, a commission of one-half percent of the Secured
      Lender's winning bid upon consummation of the sale and
      transfer of the property to the Secured Lender;

   -- in the event the Property is not sold at auction as a
      result of no bid being equal to or greater than the reserve
      price, a fee in the amount of $20,000.  The Debtor will
      deliver to Motley's the sum of $65,000 for use for the
      payment of advertising expenses, with any surplus being
      returned to the Debtor upon sale of the Property.

The Debtor asserted that Motley's Motley's neither represents nor
has any relationship with any creditors of the Debtor, the United
States Trustee, any person(s) employed in the Office of the United
States Trustee or other parties in interest, or their attorneys,
accountants, or any other interest adverse to the Debtor.

                          About TSO Inc.

Doswell, Va.-based TSO, Inc., dba Doswell Truck Stop, Roady's of
Doswell, Econolodge at the Park, filed for Chapter 11 relief on
December 13, 2010 (Bankr. E.D. Va. Case No. 10-38524).  Roy M.
Terry, Jr., Esq., at DurretteBradshaw PLC, in Richmond, Va.,
represents the Debtor as counsel.  In its petition, the Debtor
estimated assets of $10 million to $50 million, and debts of
$1 million to $10 million.


USG CORP: Contributes 2.08 Million Common Shares to Trust
---------------------------------------------------------
USG Corporation, on June 21, 2011, contributed 2,084,781 shares of
its common stock, par value $.10 per share, to the USG Corporation
Retirement Plan Trust, the trust maintained in connection with the
defined benefit pension plan sponsored by the Company.  The
Contributed Shares were valued for purposes of the contribution at
$14.39 per share, or approximately $30 million in the aggregate,
by Evercore Trust Company, N.A., an independent fiduciary that has
been appointed as investment manager with respect to the
Contributed Shares.  The Contributed Shares were issued to The
Northern Trust Company, as trustee of the Trust, in reliance upon
the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and in furtherance of the
Company's funding of the Trust.

On June 21, 2011, the Company also entered into a Registration
Rights Agreement with Evercore, in its capacity as investment
manager for the Contributed Shares and shares of the Company's
common stock contributed to the Trust in 2010 previously
registered for resale.  The Registration Rights Agreement
requires, among other things, that the Company file with the
Securities and Exchange Commission a shelf registration statement
on Form S-3 to register the Contributed Shares for the purpose of
resale from time to time by the Trust.  Under the Registration
Rights Agreement, the Company is required to use its commercially
reasonable efforts to cause the registration statement to remain
continuously effective until all Trust Account Shares have been
sold by the Trust, all of the Trust Account Shares may be sold in
accordance with Rule 144 promulgated by the SEC under the Act or
90 days after the number of Trust Account Shares held by the Trust
is less than 1% of the Company's then outstanding shares of common
stock, whichever occurs earlier.  The Company registered the
resale of the Contributed Shares by the Trust with the SEC on
June 21, 2011.  The Registration Rights Agreement supersedes the
Registration Rights Agreement, dated Sept. 8, 2010, between the
Registrant and Evercore.

A full-text copy of the Registration Rights Agreement is available
for free at http://is.gd/MInwsF

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company's balance sheet at March 31, 2011, showed $4.01
billion in total assets, $3.46 billion in total liabilities and
$544 million in total stockholders' equity.


UTSTARCOM INC: Common Stock Delisted from NASDAQ
------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission that it has removed from listing or
registration of UTStarcom Inc.'s common stock.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company reported a net loss of $65.29 million on $291.53
million of net sales for the year ended Dec. 31, 2010, compared
with a net loss of $225.70 million on $386.34 million of net sales
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$726.30 million in total assets, $488.06 million in total
liabilities, and $238.23 million in total equity.


VFF TIC: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: VFF TIC LLC
        156 William Street, 10th Floor
        New York, NY 10038

Bankruptcy Case No.: 11-22980

Chapter 11 Petition Date: June 22, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Matthew G. Summers, Esq.
                  BALLARD SPAHR LLP
                  300 East Lombard Street, 18th Floor
                  Baltimore, MD 21202
                  Tel: (410) 528-5679
                  Fax: (410) 361-8930
                  E-mail: summersm@ballardspahr.com

Estimated Assets: $100,000,001 to $500,000,000

Estimated Debts: $100,000,001 to $500,000,000

The petition was signed by Robert Rosania, authorized signatory.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Stellar GT Lessee, LLC                10-17376            04/05/10

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Montgomery County                  --                      Unknown
Department of Finance
255 Rockville Pike, Suite L-15
Rockville, MD 20850


VITRO SAB: VVP Holdings Files Schedules of Assets and Debts
-----------------------------------------------------------
VVP Holdings LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property                        $0
B. Personal Property              $797,764
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $25,829
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                          $1,237,578,765
                              ------------         --------------
      TOTAL                       $797,764         $1,237,604,595

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.

On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.

On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale
authorized the U.S. Debtors to sell their businesses to an
affiliate of Sun Capital Partners Inc. for what the creditor's
committee described as a gross price of $64.4 million.


VITRO SAB: Creditors Committee Hires Akin Gump as Counsel
---------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorizes the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Vitro Asset Corp.,
et al., for permission to retain Akin Gump Strauss Hauer & Feld
LLP as its counsel.

Akin Gump will be representing the Committee in the Debtors'
bankruptcy proceedings.

The hourly rates of Akin Gump's personnel are:

         Michael S. Stamer, partner           US$975
         Abid Qureshi, partner                  $790
         Sarah Link Schultz, partner            $700
         Alexis Freeman, counsel                $675
         David A. Kazlow, associate             $510
         Kristine G. Manoukian, associate       $510
         Partners                           $500 - $1200
         Special Counsel and Counsel        $415 -  $805
         Associates                         $335 -  $625
         Paraprofessionals                  $125 -  $310

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


WASHINGTON MUTUAL: Insurer Suit Over JPMorgan's WaMu Deal Revived
-----------------------------------------------------------------
Dietrich Knauth at Bankruptcy Law360 reports that the D.C. Circuit
on Friday reversed a decision against several insurers that have
accused JPMorgan Chase & Co. of defrauding Washington Mutual NA
bondholders by engineering the bank's downfall and buying it at a
discount, ruling a lower court improperly barred their claims.

The insurers, American National Insurance Co., American National
Property and Casualty Co., Farm Family Casualty Insurance Co.,
Farm Family Life Insurance Co. and National Western Life Insurance
Co., were bondholders of the failed bank.

                         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: Jurgen Schmidt Objects to Confirmation of Plan
-----------------------------------------------------------------
Jurgen Schmidt opposes confirmation of the Sixth Amended Joint
Plan of Washington Mutual, Inc. and its debtor affiliates.

Mr. Schmidt, an equityholder, complains that the exclusion of
JPMorgan Chase & Co. and related entities and related persons as
well as the FDIC-R and Corporate Related Persons from being
excluded from potential scrutiny and sanctions resulting from the
releases under the Plan should not be allowed because the Debtors'
bankruptcy is not a haven for that kind of potential offense to
the law.

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware will consider confirmation of the Plan on
July 13, 2011 at 9:30 a.m.

                    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: Court OKs Objection Deadline Extension
---------------------------------------------------------
BankruptcyData.com reports that The U.S. Bankruptcy Court approved
the motion filed by Washington Mutual's official committee of
equity security holders seeking an extension of time to object to
the Debtors' Modified Sixth Amended Chapter 11 Plan of
Reorganization through July 1, 2011.

The Company had objected to the motion, asserting "The motion is
just another example of the equity committee believing it can do
as it chooses and play fast and loose with the facts and the
applications of the local rules of bankruptcy practice and
procedure of the United States Bankruptcy Court for the District
of Delaware. Most notably, despite the equity committee's
representations in the motion, there was no agreement to extend
the period in which the equity committee could object or otherwise
respond to the Modified Sixth Amended Plan beyond 5:00 p.m.
(Eastern time) on June 22, 2011. On the contrary, while the equity
committee and the Debtors had discussed a possible extension,
along with many other issues, the equity committee declined to
agree to any points contained in the proposal and, therefore, no
extension was provided and the objection deadline has now passed."

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.  Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the U.S. Bankruptcy Court for the District of
Delaware entered a 107-page opinion determining that the global
settlement agreement, among certain parties including WMI, the
Federal Deposit Insurance Corporation and JPMorgan Chase Bank,
N.A., upon which the Plan is premised, and the transactions
contemplated therein, are fair, reasonable, and in the best
interests of WMI.  Additionally, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

Washington Mutual has filed with the Bankruptcy Court a Modified
Sixth Amended Joint Plan and a related Supplemental Disclosure
Statement.  The Company believes that the Modified Plan has
addressed the Bankruptcy Court's concerns and looks forward to
returning to the Bankruptcy Court to seek confirmation of the
Modified Plan.


WEST VIEW: Agrees With Lender on Expedited Case Dismissal
---------------------------------------------------------
West View Apartments, Inc. and Sovereign Bank, the present holder
of the mortgage loans previously held by Wells Fargo Bank against
the Debtor, seek the U.S. Bankruptcy Court for the Southern
District of Florida's approval for the expedited dismissal of the
Chapter 11 case, with prejudice, for a period of 180 days.

On behalf of the Debtor, Juan C. Zorilla, Esq., at Zorilla &
Associates, in Miami, Florida, contends that there is no longer
any benefit to the Debtor's estate to keep the Chapter 11 case
open because the Debtor has been able to secure a prompt and
effectual administration and settlement of its estates by the
negotiation of modified loan terms with Sovereign Bank, which
negates further bankruptcy proceedings.

The Court will convene a hearing on June 28, 2011 at 10:30 a.m.

                          About West View

Hialeah, Florida-based West View Apartments, Inc., filed for
Chapter 11 bankruptcy protection on April 30, 2010 (Bankr. S.D.
Fla. Case No. 10-21892).  Juan C. Zorrilla, Esq., who has an
office in Miami, Florida, assists the Debtor in its restructuring
effort.  The Company disclosed $20,522,427 in total assets and
$12,329,059 in total liabilities as of the Petition Date.


WITTENBERG UNIVERSITY: Moody's Downgrades Long-Term Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded its long-term rating to
Ba1 from Baa2 on Wittenberg University's Series 1999, 2001, and
2005 fixed rate Revenue Bonds issued through the Ohio Higher
Educational Facility Commission. The rating outlook is negative at
the lower rating level.

The downgrade is driven by Wittenberg University's fundamentally
imbalanced operating performance and weak cash flow generation,
thin balance sheet resources and liquidity, as well as expected
continuing enrollment and recruiting challenges that will further
constrain net tuition revenue growth. The negative outlook is
short-term to await the fiscal year (FY) 2011 financial results
and the outcome of the fall 2011 enrollment to assess the impact
on operating cash flow and debt service coverage.

SUMMARY RATING RATIONALE

The Ba1 rating for Wittenberg University reflects its sustained
imbalanced operating performance and weak cash flow generation,
weak balance resources and liquidity and expected continuing
enrollment and recruiting challenges that will constrain net
tuition growth offset by credit strengths of good operating
liquidity and a fixed-rate debt structure. The negative outlook
reflects expected continuing enrollment challenges leading to
stagnant to declining net tuition revenues from high tuition
discounting which will continue to provide operating challenges
resulting in weak operating cash flow and debt service coverage.

CHALLENGES

* Insufficient operating cash flow to cover debt service,
  resulting in Wittenberg utilizing $1.1 million of unrestricted
  funds to fully meet debt service in FY 2011. The University
  continues to generate imbalanced operating performance with
  sustained deep operating deficits, which averaged negative 9.6%
  annually from FY 2008-FY 2010, as calculated by Moody's
  including depreciation and other non-cash expenses.

* Declining net tuition revenue in FY 2010, with net tuition
  revenues of $28.9 million in FY 2010 compared to $30.5 million
  in FY 2009, which is a meaningful credit challenge as tuition
  and auxiliaries represent the single largest component of total
  operating revenues at 73% in FY 2010.

* Weak balance sheet cushion for a second consecutive year with
  negative unrestricted and expendable financial resources of
  negative $18.2 million and negative $4.4 million, respectively,
  as measured by Moody's for FY 2010. The poor resource levels
  reflect a large unfunded retirement healthcare liability of
  $22.2 million, which depresses resources, as well as investment
  losses incurred in FY 2009 and large endowment draws. Wittenberg
  closed its retiree health care plan that will result in a $10
  million reduction of the liability for FY 2011 and improvement
  in balance sheet resources.

* Aggressive investment asset allocation, with a high percentage
  of illiquid non-marketable alternatives for the overall size of
  the endowment (less than $100 million) and the University's
  operating needs.

* Period where governance and management oversight allowed
  decisions to be made resulting in endowment draws higher than
  the 5% industry standard, deep operating deficits, management
  turnover and an over-allocation of non-marketable illiquid
  investments to achieve a higher investment return.

* Continuing enrollment challenges expected, with enrollment
  targets expected to be accomplished through heavy tuition
  discounting. Although enrollment increased to 1,872 full-time
  equivalent (FTE) students for Fall 2010, the freshmen tuition
  discount rose to 56% for Fall 2010 (with revenues in the current
  FY 2011), up from 52% for the Fall 2009 entering class.

* Leveraged balance sheet with debt-to-revenues of 0.82 times at
  fiscal year-end 2010 (FYE 2010) and additional borrowing
  expected, as the University is utilizing bank lines to bridge
  finance renovation of a recently acquired building, coupled with
  a high average age of plant of over 20 years, indicating the
  likelihood of need for capital investments in the campus.

STRENGTHS

* Good operating liquidity, with $23.3 million of monthly
  liquidity as measured by Moody's, or 156 monthly days cash, or
  more than five months of annual operations.

* Consistent fundraising reflected in three-year average annual
  gift revenues of $6.3 million from FY 2008-FY 2010. Moody's
expects
  that fundraising will remain at levels seen in recent years, as
  the University is in the quiet phase of a capital campaign.

* New Board and management leadership and a coming presidential
  change with commitment to implement changes to restore the
  University to improved operating performance and cash flow
  generation, as well as attempt to improve student recruitment
  and grow net tuition revenue.

* University actions taken to address recruiting and operating
  challenges, reflected in a reduction of operating expenses in FY
  2010 from the previous year, although it is uncertain that the
  reductions are sustainable.

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: The bonds are a general obligation of the
University. There are cash-funded debt service reserve funds for
the Series 1999 and 2005 bonds of approximately $1,500,000 and
$816,000, respectively, as of June 2010.

DEBT STRUCTURE: All of the University's debt is fixed rate and
amortizing.

INTEREST RATE DERIVATIVES: None.

RECENT DEVELOPMENTS/UPDATE:

Wittenberg University continues to generate weak operating
performance and cash flow, as calculated by Moody's, with an
annual operating margin for FY 2010 of negative 6.9% and an
operating cash flow of 2.9%. Although the loss is improved from
the previous year when the University generated a negative 12.6%
operating margin and 0.7% cash flow margin, Wittenberg currently
expects FY 2011 to reflect only a small improvement in operations
and continued weak cash flow. The University implemented cost
reduction measures, including no salary increases, reflected in
the 3.1% decrease in operating expenses ($1.6 million). However,
it is uncertain how long the constrained expenses are sustainable
without impacting the academic franchise, including class
offerings and faculty. For FY 2011, operating cash flow was
insufficient to fund debt service fully and the University used
unrestricted funds of $1.1 million to fully meet its debt service
requirements on a timely basis. Moody's expects Wittenberg will
need to do so for the upcoming FY 2012 until it can produce growth
in tuition revenue to improve operating cash flow.

Endowment spending has been above the industry average of 5% but
core spending has been reducing over the past three years, with
the current budgeted spend rate of 5.9% on a three-year average
despite its intention to try to reduce to a 5% level. However, the
normal draw is exclusive of extraordinary spending from a $3
million draw from unrestricted endowment to fund strategic
investments to try to grow enrollment through programs, recruiting
and improved retention, with the amount nearly fully spent.

The single largest challenge to the University's turnaround in
operations is the inability to significantly grow tuition
revenues, the single largest contributor to operating revenues at
73% for FY 2010. Enrollment has been volatile but rose in Fall
2010 which will drive the current FY 2011 operating revenues.
However, for FY 2010 enrollment for Fall 2009 declined to 1,792
FTEs from 1,854 FTEs the previous year. Additionally, net tuition
per student declined to $16,147 for FY 2010 from $16,447 the prior
year, driven by a rise in tuition discounting to recruit students.

Wittenberg, located in Springfield, Ohio, recruits students in a
highly competitive higher education landscape, competing with Ohio
private institutions as well as public universities. This is
reflected in the relatively weak selectivity of 73% for Fall 2010
and a yield on accepted freshman of 22%. The University
experienced a rise in freshman applications for the upcoming Fall
2011; however, it is expected to see either a stable or higher
freshman discount of the 56% experienced for the Fall 2010
entering class. Moody's expects Wittenberg to continue to
experience fierce competition for students, resulting in the
continued need to significantly discount tuition, with resulting
weak growth, at best, of net tuition revenues. Integration of a
successful marketing/branding campaign and campus-wide involvement
and continuity also will be important factors to better position
the University in a competitive market environment.

For FY 2010, the University reported an investment gain of 11.2%
compared to a loss of 18.2% for the prior year. The asset
allocation is aggressive for the size of the endowment of less
than $100 million, with 27% to domestic and international public
equity, 26% to private equity/venture capital, 20% to hedge funds,
15% to fixed income, 5% other alternatives, and 7% to real assets.
The investment pool has some manager concentration with
allocations of 12% and 11%, respectively to two comparatively
illiquid hedge funds. Liquidity within the portfolio is good, with
Wittenberg reporting monthly liquidity of $23 million for FY 2010
or a calculated 156 days. Wittenberg projects a comparable level
for FY 2011 ending June 30, 2011.

At FYE 2010, Wittenberg reported a $22.2 million post-retirement
benefit liability that is the primary driver for the negative
unrestricted financial resources. The University closed its post-
retirement healthcare plan to new employees in FY 2008. It also
redesigned the plan and renegotiated the health care plans. As a
result, for FY 2011 it expects to reduce the liability by nearly
$10 million that will result in a reduction in the negative
unrestricted financial resources and a possible return of
expendable resources to positive. Nonetheless, Moody's expects
financial resources to remain weak due to poor operating
performance and cash flow generation.

The University has launched a capital campaign, reporting $38
million raised to date in gifts and pledges during the current
silent phase. The goal and timeline has not yet been finalized by
the Board. Included in the campaign is the renovation of Blair
Hall, a $5.4 million project to support the education program at
the University. In addition, the University acquired a facility
owned by the Springfield Museum of Art for $600,000. Wittenberg
intends to operate programs for its notable fine arts program and
renovated some space for a black box theater. Moody's believes the
University has substantial deferred maintenance, with an average
age of plant of over 20 years as calculated by Moody's, amongst
the oldest of rated private colleges and universities in Moody's
portfolio. Moody's believes Wittenberg will be constrained to put
capital investment into its campus, which Moody's considers
critical to attract and retain students.

The Board has recently elected a new Board chair and vice-chair,
who also serves as chair of the Finance Committee. The Board is
committed to implement changes at the University to restore it to
improved operating performance and financial health. The
University's president has announced that he will leave the
University in June 2012. A search process is underway.
Outlook

The negative outlook is short-term to await the FY 2011 financial
results and outcome of Fall 2011 enrollment levels to assess the
impact of stagnant to declining net tuition revenues on the
University's already weak operating cash flow and debt service
coverage, including the University's ability to make timely debt
service payments.

WHAT COULD MAKE THE RATING GO UP

Not likely in the foreseeable future. Any upgrade would be driven
by permanent reversal of operating deficits and improved operating
cash flow generation, resulting in consistently better debt
service coverage, coupled with improved liquidity and stable
enrollment and tuition trends

WHAT COULD MAKE THE RATING GO DOWN

Failure to improve operating cash flow generation and debt service
coverage; lack of improvement in student market position
demonstrated by at least stable enrollment and growth in net
tuition revenues and net tuition per student; additional borrowing

KEY INDICATORS (Fall 2010 enrollment data and FY 2010 financial
results)

Enrollment: 1,872 full-time equivalents

Total Direct Debt: $44.8 million

Total Comprehensive Debt: $44.8 million

Net Tuition Per Student: $16,147

Total Tuition Discount: 49.4%

Unrestricted Financial Resources: -$18.2 million

Expendable Financial Resources: -$4.4 million

Expendable Resources to Direct Debt: -0.1 times

Expendable Resources to Operations: -0.1 times

Monthly Liquidity: $23.3 million

Monthly Days Cash (unrestricted funds available within 1 month
divided by operating expenses excluding depreciation, divided by
365 days): 156 days

FY 2010 Annual Operating Margin: -6.9%

FY 2008-2010 Three Year Average Operating Margin: -9.6%

Operating Cash Flow Margin: 2.9%

Three Year Average Debt Service coverage: 0.4 times

Reliance on Student Charges: 73%

Reliance on Investment Income: 10%

Reliance on Gifts: 10%

RATED DEBT:

Series 2001, Series 2005: Ba1

Series 1999: Ba1; insured by Ambac

CONTACTS

University: Darrell B. Kitchen, Vice President for Business and
Finance, 937-327-7009

PRINCIPAL RATING METHODOLOGY

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


WOLVERINE TUBE: Files Amendments to Form T-3 Application
--------------------------------------------------------
As reported in the TCR on April 29, 2011, Wolverine Tube, Inc.,
filed with the Securities and Exchange Commission on April 22,
2011, an initial application for qualification of trust indentures
on Form T-3.  This form is used pursuant to the Trust Indenture
Act of 1939, but only when securities to be issued thereunder are
not required to be registered under the Securities Act of 1933.

The Company is issuing the Senior Secured Notes due 2014, which
will bear a coupon per annum of 6% cash for the first year
outstanding, 6% in cash plus 6% payment-in-kind in the second year
outstanding, and 6% in cash plus 10% payment-in-kind in the third
and final year outstanding, which maturity date may be extended
and which interest rate may be adjusted prior to issuance pursuant
to the exemption from registration provided by Section 1145 of the
U.S. Bankruptcy Code pursuant to a plan of reorganization.

The Applicants are currently party to bankruptcy proceedings
before the U.S. Bankruptcy Court for the District of Delaware.
Pursuant to the Plan of Reorganization, the Applicants will be
reorganized through the issuance by the Company of 100% of the
Company's new common shares, subject to dilution, to holders of
the Company's outstanding 15% Senior Secured Notes due 2012 (the
"Prior Notes") and the Pension Benefit Guaranty Corporation
("PBGC"), and through the issuance by the Company of the Notes to
holders of the Prior Notes, which will preserve the Applicants'
business operations and going concern value.  The Plan of
Reorganization remains subject to court approval and is expected
to occur on or after June 2, 2011.

The Notes will be issued by the Company under an indenture.  As of
the date of the filing of this Form T-3, a form of Indenture with
respect to the Notes has not been agreed to.

A copy of the Form T-3 is available at http://is.gd/DApnyf

Wolverine Tube, Inc., filed on June 23, 2011, Amendment No. 1 to
Form T-3 to amend and restate in its entirety the Application for
Qualification of Indentures on Form T-3 (the "Application") to
include certain updated information since the original filing of
the Application and exhibits not previously filed.

A copy of the Form T-3 Amendment No. 1 is available at:

                       http://is.gd/84TMw4

On the same day, June 23, 2011, the Company filed Amendment No. 2
to Form T-3 to amend and restate in its entirety the Application
to include certain updated information since the filing of
Amendment No. 1 to Form T-3.

A copy of the Form T-3 Amendment No. 2 is available at:

                       http://is.gd/dWc6Q9

On June 24, 2011, the Company filed Amendment No. 3 to Form
T-3 to amend and restate in its entirety the Application to
include a revised form of Indenture filed as exhibit T3C.  A copy
of the exhibit T3C is available at http://is.gd/ewIbs7

A copy of the Form T-3 Amendment No. 3 is available at:

                       http://is.gd/ZBu9eI

                       About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.
Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.
Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.  Donlin Recano & Company, Inc., is the Debtor's claim
agent.  The Debtor disclosed $115 million in total assets and
$237 million in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.

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

The Debtors filed a prearranged Chapter 11 plan proposing to pay
unsecured creditors in full and turning ownership of the
reorganized company over to their noteholders.

As reported in the TCR on June 14, 2011, Wolverine Tube filed with
the U.S. Bankruptcy Court a designation for its First Amended
Joint Plan of Reorganization, identifying the officers and
directors of the reorganized Debtors.  BankruptcyData.com says the
Court also issued a ruling confirming the First Amended Joint Plan
of Reorganization, as Modified, of Wolverine Tube and its
affiliated Debtors.


ZOEY ESTATES: Taps McGuire Craddock as Attorneys
------------------------------------------------
Zoey Estates LLC asks the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ McGuire Craddock &
Strother PC as attorney to perform legal services that will
necessary during the Debtor's Chapter 11 case.

The firm's standard and customary hourly rates:

  Professionals               Designation         Hourly Rates
  -------------               -----------         ------------
  J. Marck Chevallier, Esq.   Lead Counsel        $415
  Troy P. Majoue, Esq.        Primary Associate   $265

  Partners                                        $600-$340
  Associates                                      $280-$215

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

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 disclosed $2,400,000 in assets, and $34,281,581 in debts.


* Marlene Moffitt Returns to Allen Matkins as Associate
-------------------------------------------------------
Allen Matkins Leck Gamble Mallory & Natsis LLP expanded its labor
and employment practice group with the return of Marlene Moffitt
as an associate in the firm's San Diego office.

Moffitt first came to Allen Matkins in 2005 as an associate in the
firm's San Francisco office.  In 2009, she accepted a position as
law clerk for the Hon. Roger T. Benitez, United States District
Court Judge for the Southern District of California, and decided
to return to Allen Matkins this month.

Moffitt represents employers in state and federal courts, as well
as in arbitration, on a broad range of employment issues,
including discrimination, sexual harassment, retaliation, wrongful
discharge, defamation, wage and hour, trade secret
misappropriation, and unfair competition claims.  She represents
employers in individual, multi-party and class action employment
litigation.

"We are extremely happy to welcome Marlene back to Allen Matkins,"
said Amy Wintersheimer Findley, partner in the firm's San Diego
office and chair of that office's labor and employment law
practice group.  "Her breadth of experience in business litigation
will help our clients in many ways and add another important
dimension to our growing labor and employment practice."

Moffitt also has extensive business litigation experience,
including business tort litigation, fraudulent transfer
litigation, bankruptcy litigation, mortgage fraud litigation,
landlord-tenant disputes, breach of contract claims, and the use
of writs of attachment to preserve a client's interest until
judgment can be obtained.  Her experience includes obtaining and
enforcing multi-million dollar verdicts and settlements for
clients.

Prior to joining Allen Matkins in 2005, she was an associate at
Kaye Scholer LLP.

Born and raised in San Diego, Moffitt often participates in local
community and charity events.  She received her B.A. in economics,
cum laude and with high honors, from Revelle College at the
University of California, San Diego.  She received her J.D. from
Loyola Law School. During law school, she worked as a law clerk in
the legal department of Capital Research and Management Company,
one of the nation's largest mutual fund companies.

Moffitt is a member of the California State Bar and is admitted to
practice in all California state and federal courts.

                       About Allen Matkins

Allen Matkins Leck Gamble Mallory & Natsis LLP --
http://www.allenmatkins.com/-- founded in 1977, is a California-
based law firm with approximately 220 attorneys in seven offices
in four major metropolitan areas of California: Los Angeles,
Orange County, San Francisco and San Diego.  The firm's core
specialties include real estate, real estate finance,
construction, land use, natural resources, environmental,
corporate and securities, intellectual property, joint ventures,
taxation, bankruptcy and creditors' rights, employment and labor
law, and dispute resolution and litigation in all these matters.
For more than 30 years, Allen Matkins has helped clients turn
opportunity and challenge into success by providing practical
advice, innovative solutions and valuable business opportunities.


* Mark Dawkins Joins Bingham's Litigation Team in London
--------------------------------------------------------
Bingham has expanded its Securities and Financial Institutions
Litigation Group in London with the addition of Mark Dawkins, a
leader in finance litigation and former managing partner of
Simmons & Simmons.

While at Simmons & Simmons, Dawkins was instrumental in building
and leading the firm's global Financial Markets Department as well
as its Banking Litigation Department.

"Mark's arrival is an important step for us in further developing
our financial institutions litigation offering in Europe," said
James Roome, London office managing partner.  "He is a great
strategic fit."

Building upon its significant financial institutions litigation
practice in London and globally has been among Bingham's highest
priorities, said Robert Dombroff, co-leader of Bingham's
Litigation Area, noting that the 2009 combination with McKee
Nelson LLP bolstered Bingham's financial institutions litigation
practice that now consists of more than 100 lawyers across offices
in New York, London, Frankfurt, Tokyo and both US coasts.
"Mark is a tremendous talent and will play a leading role in
helping us build upon our strong financial institutions litigation
practice in London and throughout Bingham's global platform," said
Mr. Dombroff.

For Dawkins, the attraction to Bingham is its reputation among
financial institutions and the opportunity to help expand
Bingham's financial litigation practice.

"I wanted to get back to full-time client work," said Mr. Dawkins.
"The opportunity to join and build upon Bingham's successful
financial institutions litigation practice was too good to miss."
Mr. Dawkins will work closely with financial institutions
litigation partner Natasha Harrison, who recently led the London
team in securing a major victory for Elektrim S.A. bondholders
when the English Court of Appeal rejected Elektrim's appeal
against EUR185 million in damages awarded to bondholders in 2009.
"Litigation continues to be an important part of the international
investor landscape," said Ms. Harrison.  "We have a strong team of
financial litigators in London who focus on all aspects of
financial institutions litigation, and Mark's arrival reinforces
our commitment to developing the best possible team to work with
our clients in resolving complex legal disputes."

Bingham's European Securities and Financial Institutions
Litigation Group consists of a team of lawyers acting exclusively
for financial institution clients and operating at the highest
level in the marketplace.  The team represents European and US-
based financial institutions, including hedge funds, investment
management companies, insurance companies and investment banks.

Bingham -- http://www.bingham.com -- offers a broad range of
market-leading practices focused on global financial services
firms and Fortune 100 companies.  The firm has 1,100 lawyers in 13
locations in the United States, Europe and Asia.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company           Ticker        ($MM)      ($MM)      ($MM)
  -------           ------       ------   --------    -------
A&W REV ROYAL-UT    AWRRF US      179.2     (147.6)       3.6
A&W REV ROYAL-UT    AW-U CN       179.2     (147.6)       3.6
ABSOLUTE SOFTWRE    ABT CN        116.3      (12.0)     (12.6)
ACCO BRANDS CORP    ABD US      1,094.2      (77.0)     293.1
ALASKA COMM SYS     ALSK US       609.8      (27.4)       6.3
AMER AXLE & MFG     AXL US      2,167.8     (415.4)      60.4
AMR CORP            AMR US     27,113.0   (3,949.0)  (1,028.0)
ANOORAQ RESOURCE    ARQ SJ      1,024.0      (77.0)      20.9
AUTOZONE INC        AZO US      5,884.9   (1,119.5)    (655.3)
BLUEKNIGHT ENERG    BKEP US       323.5      (35.1)     (85.8)
BOSTON PIZZA R-U    BPF-U CN      148.2     (100.1)       1.3
CABLEVISION SY-A    CVC US      8,962.9   (6,462.4)    (309.5)
CC MEDIA-A          CCMO US    16,938.6   (7,280.4)   1,644.2
CENTENNIAL COMM     CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC          CVO US      1,439.5     (333.5)     208.1
CHENIERE ENERGY     CQP US      1,776.3     (547.6)      24.4
CHENIERE ENERGY     LNG US      2,564.4     (509.7)      87.4
CHOICE HOTELS       CHH US        412.4      (49.0)      (1.9)
CINCINNATI BELL     CBB US      2,636.2     (650.4)       6.4
CLOROX CO           CLX US      4,051.0      (82.0)     (28.0)
COLUMBIA LABORAT    CBRX US        27.8       (2.6)      11.5
CUMULUS MEDIA-A     CMLS US       318.9     (324.4)      12.4
DENNY'S CORP        DENN US       296.8     (102.3)     (36.9)
DIRECTV-A           DTV US     20,593.0     (678.0)   2,813.0
DISH NETWORK-A      DISH US    10,280.6     (502.5)     705.1
DISH NETWORK-A      EOT GR     10,280.6     (502.5)     705.1
DOMINO'S PIZZA      DPZ US        487.4   (1,167.7)     167.9
DUN & BRADSTREET    DNB US      1,825.5     (615.8)    (321.8)
EASTMAN KODAK       EK US       5,882.0   (1,274.0)     954.0
EPICEPT CORP        EPCT SS        12.4       (6.0)       6.0
EXELIXIS INC        EXEL US       495.7      (68.7)     126.1
FREESCALE SEMICO    FSL US      4,097.0   (5,076.0)   1,468.0
GENCORP INC         GY US         989.6     (177.7)      83.8
GLG PARTNERS INC    GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING    GRM US      2,943.5     (501.5)     313.1
HANDY & HARMAN L    HNH US        372.2      (23.9)      13.2
HCA HOLDINGS INC    HCA US     23,809.0   (7,788.0)   2,719.0
IDENIX PHARM        IDIX US        54.9      (40.6)      19.6
INCYTE CORP         INCY US       459.6     (104.0)     315.8
IPCS INC            IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       131.7     (161.7)       6.6
JUST ENERGY GROU    JE CN       1,588.6     (219.4)    (303.2)
KNOLOGY INC         KNOL US       823.7       (4.0)      42.7
LIN TV CORP-CL A    TVL US        797.4     (127.9)      38.6
LIZ CLAIBORNE       LIZ US      1,255.8     (124.5)     (26.5)
LORILLARD INC       LO US       3,590.0     (449.0)   1,290.0
MAINSTREET EQUIT    MEQ CN        453.0      (10.2)       -
MANNKIND CORP       MNKD US       254.8     (203.5)      26.2
MEAD JOHNSON        MJN US      2,465.4     (250.4)     572.3
MERITOR INC         MTOR US     2,675.0   (1,006.0)     205.0
MOODY'S CORP        MCO US      2,524.4     (223.2)     498.6
MORGANS HOTEL GR    MHGC US       692.8      (29.2)     205.1
NATIONAL CINEMED    NCMI US       796.4     (327.0)      74.0
NAVISTAR INTL       NAV US      9,966.0     (764.0)   1,819.0
NEXSTAR BROADC-A    NXST US       582.6     (181.2)      40.0
NPS PHARM INC       NPSP US       158.3     (159.7)     117.8
NYMOX PHARMACEUT    NYMX US        10.0       (3.3)       6.8
OTELCO INC-IDS      OTT US        319.2       (7.6)      22.4
OTELCO INC-IDS      OTT-U CN      319.2       (7.6)      22.4
PALM INC            PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       248.7     (371.2)    (161.6)
PLAYBOY ENTERP-A    PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0      (91.7)       3.6
PROTECTION ONE      PONE US       562.9      (61.8)      (7.6)
PURE INDUSTRIAL     AAR-U CN      277.1       (8.6)       -
QUALITY DISTRIBU    QLTY US       281.4     (124.4)      40.9
QUANTUM CORP        QTM US        431.0      (61.1)      97.9
QWEST COMMUNICAT    Q US       16,849.0   (1,560.0)  (2,828.0)
RADNET INC          RDNT US       556.6      (81.8)      11.0
REGAL ENTERTAI-A    RGC US      2,323.2     (541.6)    (114.5)
RENAISSANCE LEA     RLRN US        49.9      (31.4)     (36.6)
REVLON INC-A        REV US      1,105.5     (686.5)     132.7
RSC HOLDINGS INC    RRR US      2,817.4      (62.2)     (71.6)
RURAL/METRO CORP    RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL    SBH US      1,707.0     (340.6)     418.5
SINCLAIR BROAD-A    SBGI US     1,571.2     (144.6)      60.4
SINCLAIR BROAD-A    SBTA GR     1,571.2     (144.6)      60.4
SMART TECHNOL-A     SMT US        546.2      (43.3)     173.7
SMART TECHNOL-A     SMA CN        546.2      (43.3)     173.7
SPIRIT AIRLINES     SAVE US       545.2      (97.0)      27.6
SUN COMMUNITIES     SUI US      1,160.1     (111.7)       -
SWIFT TRANSPORTA    SWFT US     2,555.7       (9.8)     204.6
TAUBMAN CENTERS     TCO US      2,535.6     (512.8)       -
TEAM HEALTH HOLD    TMH US        832.2      (25.7)      44.8
THERAVANCE          THRX US       315.1      (27.8)     266.9
TOWN SPORTS INTE    CLUB US       460.0       (4.7)     (15.4)
UNISYS CORP         UIS US      2,949.3     (692.1)     547.6
UNITED RENTALS      URI US      3,692.0      (29.0)     123.0
US AIRWAYS GROUP    LCC US      8,217.0      (30.0)    (104.0)
VANGUARD HEALTH     VHS US      4,162.2     (186.6)     356.5
VECTOR GROUP LTD    VGR US        924.6      (61.4)     294.8
VENOCO INC          VQ US         815.6      (21.6)       8.1
VERISK ANALYTI-A    VRSK US     1,286.4     (109.1)    (180.8)
VIRGIN MOBILE-A     VM US         307.4     (244.2)    (138.3)
VONAGE HOLDINGS     VG US         251.7     (102.0)     (39.2)
WARNER MUSIC GRO    WMG US      3,617.0     (254.0)    (650.0)
WEIGHT WATCHERS     WTW US      1,126.0     (636.6)    (345.4)
WESTMORELAND COA    WLB US        788.0     (173.9)      (1.0)
WORLD COLOR PRES    WC CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES    WCPSF US    2,641.5   (1,735.9)     479.2
WORLD COLOR PRES    WC/U CN     2,641.5   (1,735.9)     479.2


                           *********

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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