TCR_Public/110629.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 29, 2011, Vol. 15, No. 178

                            Headlines

3900 BISCAYNE: Objects to BB&T Plea to Proceed With Foreclosure
3900 BISCAYNE: Wants Access to BB&T Cash Collateral to Fund Case
3900 BISCAYNE: Files Plan Outline; Creditors to Be Paid Over Time
ALLEN FAMILY: Judge OKs Mountaire-Led Auction on July 25
ALLEN FAMILY: Sec. 341 Creditors' Meeting Set for July 13

ALLEN FAMILY: Taps Epiq as Claims and Noticing Agent
ALLEN FAMILY: U.S. Trustee Appoints 7-Member Committee
AMERCABLE INC: Moody's Cuts Corporate to 'Caa1'; Outlook Negative
AMIDEE CAPITAL: To Sell Ashworth and Reba Lane Properties
APEX DIGITAL: Lewis Brisbois to Handle Case vs. Marketing Plus

APPLIED MINERALS: Sells 1.25 Million Common Shares
ARK DEVELOPMENT: U.S. Trustee Unable to Form Committee
ATEX CORPORATION: Case Summary & 18 Largest Unsecured Creditors
AUSTIN HOUSING: Moody's Cuts Rating on Revenue Bonds to 'Ca'
BENTLEY SYSTEMS: S&P Assigns 'BB-' Corporate Credit Rating

BOSTON MEN'S: Case Summary & 20 Largest Unsecured Creditors
CABI SMA: Disclosure Statement Hearing Today
CALAIS RESOURCES: Brigus Extends Forbearance Until Oct. 31
CARGO TRANSPORTATION: Agreement to Pay Estes Express Claim OK'd
CATHOLIC CHURCH: Wilm. Lay Panel Has Ok for P. Hamilton Hiring

CATHOLIC CHURCH: Milwaukee Defends Bar Date Notice
CATHOLIC CHURCH: Milw. Opposes Creditors' Deposition Request
CATHOLIC CHURCH: Milw. Mediation Participants Complaining
CB HOLDINGS: Plan Filing Exclusivity Extended Until Sept. 13
CHRISTIAN BROTHERS: Agrees on Adequate Protection for County Bank

CITRUS VALLEY: Moody's Affirms 'Ba2' Revenue Bond Rating
CONTESSA PREMIUM: Hearing on Real Property Sale Today
CONTESSA PREMIUM: Cash Collateral Use Has Sale Milestones
CORDIA COMMUNICATIONS: Has Access to Cash Collateral Until Aug. 1
CREATIVE MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors

DALLAS STARS: Said to Be Preparing Bankruptcy to Push Sale
DELTA AIR: Fitch Affirms Rating on Class B Certificates at 'B'
DETROIT, MICHIGAN: Fitch Downgrades Rating on LTGOs to 'B+'
DISCOUNT EXPRESS: Case Summary & 20 Largest Unsecured Creditors
DODDS ELLIOT: Voluntary Chapter 11 Case Summary

DOMTAR CORP: Moody's Raises Sr. Unsecured Debt Rating From 'Ba2'
EAGLES CREST: Combined Plan Hearing Scheduled for Aug. 1
ECHO EXECUTIVE: Case Summary & 18 Largest Unsecured Creditors
ENRON CORP: ING Wins Appeal in Commercial Paper Litigation
EPICEPT CORP: Proposal to Effect Reverse Stock Split Approved

EXTENDED STAY: No Disbursements for February to May
EXTENDED STAY: Creditors' Trust to Get Docs. Collected by Examiner
EXTENDED STAY: Starwood Dismisses Appeal on Reimbursement Order
FIRST FEDERAL: Completes $8.7 Million Common Stock Offering
FIRST INDUSTRIAL: Fitch Upgrades Issuer Default Rating to 'BB'

FLORIDA EXTRUDERS: Benada Acquires Assets of Debtor and BAF
FRONTIER COMMUNICATIONS: Moody's Affirms 'Ba2' Corp. Family Rating
GARDENS OF GRAPEVINE: Sues BB&T, et al. to Protect R. Palmeiro
GARDENS OF GRAPEVINE: Taps Parkway Realtors as Real Estate Broker
GARDENS OF GRAPEVINE: Taps Wright Ginsberg to Represent Case

GARDENS OF GRAPEVINE: To Sell Property to Lincoln for $6.9-Mil.
GARLOCK SEALING: Seeks Approval of Voluntary Severance Program
GENERAL GROWTH: New GGP Completes $743-Mil. Refinancing of 5 Malls
GENERAL GROWTH: Court Rules in CRF's Favor on $12-Mil. Cure Claim
GENERAL GROWTH: Rouse Gets Favorable Ruling in PI Suit

GIORDANO'S ENTERPRISES: Popowcer Katten Retained as Accountants
GIORDANO'S ENTERPRISES: William Blair Hired as Investment Banker
GIORDANO'S ENTERPRISES: Quarles & Brady to Represent Trustee
GIORDANO'S ENTERPRISES: William Dart Retained for Tax Appeals
GM PINE: Case Summary & 11 Largest Unsecured Creditors

GREENWOOD ESTATES: Stay Modified to Allow Capmark to Foreclose
GREENWOOD VILLAGE: Fitch Affirms 'BB+' Rating on Revenue Bonds
GTP ACQUISITION: Fitch Expects to Rate Class F Notes at 'BB-'
GTP ACQUISITION: Moody's Assigns P(Ba3) Rating to Class F Notes
HAMPTON ROADS: To be Added to Russell 3000/Russell Global Indexes

HARRY & DAVID: Gets Clearance to Send Ch. 11 Plan Out for Vote
HEARUSA INC: U.S. Trustee Appoints Equity Committee
HERITAGE CONSOLIDATED: Wants Munsch Hardt as General Counsel
HILLSIDE VALLEY: Case Summary & 16 Largest Unsecured Creditors
HMV GROUP: Sells Canadian Arm to Hilco UK for $3.2-Mil.

HORIZON LINES: Gets Covenant Relief to Push for Refinancing
HORIZON LINES: Extends Subscription Deadline to July 1
JACKSON HEWITT: Can Access Cash Collateral Until July 1
JAED DINING: Case Summary & 15 Largest Unsecured Creditors
KANSAS CITY: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable

LEHMAN BROTHERS: $1.31-Bil. Paid to Advisors in 2.5-Year Case
LEHMAN BROTHERS: Barclays Opposes Judgment for $500-Mil. Claim
LEHMAN BROTHERS: Goldman, et al., Oppose New Rule 2019 Rules
LEHMAN BROTHERS: Gets 9-Month Stay for $3-Bil. Lawsuits
LEHMAN BROTHERS: LBI Wins OK of $861-Mil. Deal With JPM

LEHMAN BROTHERS: Merrill Wants Subordination Agreement Followed
LES RESSOURCES: Nuinsco Acquires Assets; SDBJ Backs Out
LIBERTY MEDIA: Fitch Upgrades IDR to 'BB'; Outlook Stable
LOS ANGELES DODGERS: Wins Interim Approval of Highbridge DIP Loan
LYRTECH INC: Finexcorp Intends to Enforce Security

MAJESTIC TOWERS: Court OKs Steckbauer Weinhart as Special Counsel
MAJESTIC TOWERS: Taps JWM CPA & Company as Accountant
MAJESTIC TOWERS: To Appoint Joseph Herman as Employment Counsel
MCMONIGLE RESIDENTIAL: Case Summary & 20 Largest Unsec. Creditors
MDC HOLDINGS: S&P Cuts CCR to BB+ on Weak Spring Selling Season

MERIT GROUP: Court Approves McCarth Law as Panel's Co-Counsel
MERIT GROUP: Files Schedules of Assets and Liabilities
MPB HOLDINGS: Case Summary & 10 Largest Unsecured Creditors
NEBRASKA BOOK: To File Plan Documents "Within A Few Days"
NEBRASKA BOOK: Taps Kurtzman Carson as Claims Agent

NEBRASKA BOOK: Moody's Cuts Senior Secured Notes to 'Caa2'
NEBRASKA BOOK: S&P Lowers Ratings on Debt Issues to 'D'
NEWLAND INT'L: Fitch Cuts Rating on Senior Secured Notes to 'B-'
NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'BB-'
ONE PELICAN: Files Schedules of Assets & Liabilities

ORANGE COUNTY EMPLOYEES: Head Sentenced to 3 Years in Prison
ORLANDO, FLA: Fitch Affirms 'B' Rating on TDT Revenue Bonds
PARMALAT S.P.A.: Grant Thornton Wants Suit Tried in Federal Court
PARMALAT S.P.A.: Lazio Court Upholds Enforcement Proceedings
PEGASUS RURAL: Court Approves Epiq Hiring as Claims Agent

PEGASUS RURAL: Taps Elliott Greenleaf as Bankruptcy Counsel
PEGASUS RURAL: Hiring NHB Advisors as Financial Advisors
PEGASUS RURAL: Final Hearing on $1.6-Mil. DIP Loan on Sept. 8
PERKINS & MARIE: U.S. Trustee Appoints Creditors Committee
PLATINUM PROPERTIES: Gets Court OK for Ordinary Course Lot Sales

PLATINUM PROPERTIES: Wants to Sell 2 Properties to Lender
PURSELL HOLDINGS: Court OKs Stipulation on Cash Collateral Use
PURSELL HOLDINGS: Wants Until Sept. 6 to File Chapter 11 Plan
PURSELL HOLDINGS: Wants to Hire Cassidy Turley as Leasing Agent
RAILAMERICA INC: S&P Upgrades Corporate Credit Rating to 'BB-'

RAISSI REAL ESTATE: Lender Gets Assets; Ch. 11 Case Dismissed
REPUBLIC MORTGAGE: S&P Lowers Financial Strength Rating to 'BB+'
ROBB & STUCKY: Lease Decision Period Extended to July 25
ROTECH HEALTHCARE: Five Directors Elected at Annual Meeting
SCI REAL ESTATE: Wants More Exclusivity, Hopes for Consensual Plan

SCI REAL ESTATE: Wants Until Sept. 9 to Decide on Leases
SCI REAL ESTATE: Court OKs Levene Neale as Committee's Counsel
SHELBRAN INVESTMENTS: Taps Marshall McIntyre as Property Appraiser
SHILO INN SEASIDE: Status Conference Set for July 21
SHILO INN SEASIDE: Sec. 341 Creditors' Meeting Set for July 18

SHORE HOUSE: Case Summary & 20 Largest Unsecured Creditors
SIGNATURE STYLES: Creditors Seek Louder Voice in 'Tainted' Sale
SIGNATURE STYLES: Gets Nod to Employ Epiq as Claims Agent
SIGNATURE STYLES: Taps Western Reserve as Investment Banker
SOVRAN LLC: Case Summary & 5 Largest Unsecured Creditors

SPECIALTY TRUST: Odyssey Capital OK'd to Tabulate Plan Ballots
SWADENER INVESTMENT: Wants Time for Plan; Talks Not Yet Complete
SYMPHONYIRI GROUP: S&P Assigns 'B+' Corporate Credit Rating
TASANN TING: Ordered to Pay $10,000 More to Lender
TERRESTAR NETWORKS: February Debtors OK'd to Employ Deloitte Tax

TERRESTAR NETWORKS: CIBC World Approved as Financial Advisors
TOLL BROTHERS: S&P Lowers Corporate Credit Rating to 'BB+'
TOLL ROAD: Moody's Downgrades Underlying Rating to 'Ba1'
ULTERRA HOLDINGS: S&P Raises Senior Secured Debt Rating to 'B'
UNITED RENTALS: S&P Affirms 'B' Corporate Credit Rating

URBAN WEST: Wants Exclusive Plan Filing Period Extended to Nov. 4
US AIRWAYS: CEO's Compensation Rose to $2.8 Million Last Year
US AIRWAYS: Investors Approve Six Proposals at Annual Meeting
US AIRWAYS: S&P Rates Class C Pass-Through Certificates at 'B'
US AIRWAYS: S&P Rates $94.283MM Class B Certificates at 'B+'

VEC LIQUIDATING: Seek Return of 35% Cash Flow of Canadian Assets
WARNACO INC: Moody's Affirms Corporate Family Rating at 'Ba1'
WATERSONG APARTMENTS: Files Schedules of Assets and Liabilities
WATERSONG APARTMENTS: Taps Reeder Law as Insolvency Counsel
WILLIAM COS: Fitch Puts 'BB' Debenture Rating on Negative Watch

WILHITE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
WINGATE AIRPORT: Court Declares Wyndham Hotel a S.A.R.E.
WOLVERINE TUBE: Emerges From Chapter 11 Bankruptcy

* Burleson LLP Adds 25 Attorneys to Texas, Pennsylvania Offices
* William Blair & Company Adds Two Professionals to SSR Group

* Upcoming Meetings, Conferences and Seminars


                            *********


3900 BISCAYNE: Objects to BB&T Plea to Proceed With Foreclosure
---------------------------------------------------------------
Branch Banking & Trust Company is asking the U.S. Bankruptcy Court
for the Southern District of Florida for complete relief from
stay, to take any and all steps necessary to exercise any and all
rights it may have in 3900 Biscayne LLC's real property and allow
it to proceed with a foreclosure action.  In the alternative, BB&T
seeks adequate protection payments with respect to its collateral
property.

As reported in the TCR on June 6, 2011, BB&T, successor in
interest to Colonial Bank, holds a first lien priority mortgage
and assignment of rents and profits from the real property located
at 3900 Biscayne Blvd., Miami, Florida.  The cash collateral and
all other assets were pledged to BB&T as security for the amounts
advanced pursuant to the note.  As of the Petition Date, BB&T is
owed the principal amount of $10,800,000, together with accrued
interest, fees, costs and all other sums recoverable under the
terms of the note.

The Debtor, according to BB&T, defaulted on the Note by, without
limitation, failing to make payment of the debt as the debt
matured in May 2010, failing to pay real property taxes on the
real property for the year 2009, and otherwise failing to comply
with the terms of the loan documents.

On Sept. 13, 2010, BB&T filed a mortgage foreclosure action
against the Debtor, among others, in the U.S. District Court for
the Southern District of Florida, which was assigned case No. 10-
CV-23279-MGC, seeking to (a) foreclose its interest in the Real
Property, (b) enforcement of an assignment of rents, and (c) money
damages under certain loan documents, as to a business loan in the
original principal sum of $10,800,000, among other things.

BB&T also filed a breach of contract action against the Debtor,
among others, in the United Stated District Court for the Southern
District of Florida, which was assigned case No. 10-CV-23297, as
to a separate business loan in the principal sum of $675,000.

The bankruptcy petition was filed one day before the hearing on
BB&T's Motion for Turnover of Rents in the Foreclosure Action and
after an impasse at mediation held on April 27, 2011.

3900 Biscayne LLC asks the Court to deny BB&T's request to lift
the automatic stay.

James C. Moon, Esq., at Meland Russin & Budwick P.A., in Miami,
Florida, contends that the Request is premised nearly entirely
upon the misplaced argument that it is not adequately protected.
He explains that BB&T has been granted replacement liens on its
cash collateral and will also receive monthly interest payments as
provided in the budget attached to the Debtor's request to obtain
cash collateral.

The Debtor has not only met, but exceeded, the requirements of
Section 362(d)(3) of the Bankuptcy Code, applicable to single
asset real estate cases like the Debtor's, because the Debtor will
(1) file its plan of reorganization well before the 90 day period
required by Section 362(d)(3), and (2) pay monthly interest
payments to BB&T assuming Court approval of the Debtor's Cash
Collateral Motion.

                     About 3900 Biscayne, LLC

3900 Biscayne, LLC, is a Florida limited liability company which
owns real property located at 3900 Biscayne, in Miami, currently
leased to Miami Arts, Inc., a tuition-free public charter school
offering college-preparatory academic curriculum and conservatory-
style training in the visual and performing arts.  The Company
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.  James C. Moon, Esq., and Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, Florida, represent 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.


3900 BISCAYNE: Wants Access to BB&T Cash Collateral to Fund Case
----------------------------------------------------------------
3900 Biscayne, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida for authorization to use cash
collateral of Branch Banking and Trust Company to the extent of
available cash to fund its current operational needs and to make a
one time payment for the Phase II Tenant Build-Out in the amount
of $55,000.  As proposed by the Debtor, the authority to use cash
collateral will expire upon conversion of the case to Chapter 7.

As adequate protection, BB&T will be granted an administrative
expense claim pursuant to Sections 507 and 503 of the Bankruptcy
Code and, nunc pro tunc to the Petition Date, a replacement lien
in all post-petition collateral.  In addition, the Debtor will pay
market rate interest payments at the rate of 2.49% monthly as
further adequate protection as specifically set forth in the
Budget.

As reported in the TCR on June 6, 2011, BB&T, successor in
interest to Colonial Bank, holds a first lien priority mortgage
and assignment of rents and profits from the real property located
at 3900 Biscayne Blvd., Miami, Florida.  The cash collateral and
all other assets were pledged to BB&T as security for the amounts
advanced pursuant to the note.  As of the Petition Date, BB&T is
owed the principal amount of $10,800,000, together with accrued
interest, fees, costs and all other sums recoverable under the
terms of the note.

As reported in the Troubled Company Reporter on May 26, 2011, BB&T
asked the Court to prohibit the Debtor from using the bank's cash
collateral.  BB&T also requests adequate protection payments,
replacement liens, a proper accounting and preservation of the
estate's assets including proceeds from any source and kind.
According to BB&T, the value of the Debtor's real property is of
insufficient value to secure BB&T's debt.

                     About 3900 Biscayne, LLC

3900 Biscayne, LLC, is a Florida limited liability company which
owns real property located at 3900 Biscayne, in Miami, currently
leased to Miami Arts, Inc., a tuition-free public charter school
offering college-preparatory academic curriculum and conservatory-
style training in the visual and performing arts.  The Company
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.  James C. Moon, Esq., and Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, represent 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.


3900 BISCAYNE: Files Plan Outline; Creditors to Be Paid Over Time
-----------------------------------------------------------------
3900 Biscayne, LLC, last week filed with the U.S. Bankruptcy Court
for the Southern District of Florida a proposed plan of
reorganization and an explanatory disclosure statement.

Under the Plan, Branch Banking and Trust Company's allowed secured
claim arising out of a note in the principal amount of $10,800,000
will be paid in full, including note rate interest, with a 25-year
amortization and a 4-year balloon.  To the extent that the
Debtor's rental income and the proceeds from the "third party
litigation claims" are insufficient to pay BB&T's claim, the
deficiency will be treated as an unsecured claim.

Holders of allowed general unsecured claims will be paid in full
within 4 years from the Effective Date.

Holders of equity interests will retain their interests.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/3900biscayne.DS.pdf

                     About 3900 Biscayne, LLC

3900 Biscayne, LLC, is a Florida limited liability company which
owns real property located at 3900 Biscayne, in Miami, currently
leased to Miami Arts, Inc., a tuition-free public charter school
offering college-preparatory academic curriculum and conservatory-
style training in the visual and performing arts.  The Company
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.  James C. Moon, Esq., and Peter D. Russin, Esq., at
Meland Russin & Budwick, P.A., in Miami, represent 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.


ALLEN FAMILY: Judge OKs Mountaire-Led Auction on July 25
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge approved
Delaware poultry producer Allen Family Foods Inc.'s plan to sell
itself at auction, setting the event for July 25 and allowing
rival chicken processor Mountaire Farms of Delaware Inc. to put
forth the first $30 million bid.

As reported in the June 24, 2011 edition of the Troubled Company
Reporter, Mountaire Farms Inc. has a purchase agreement to buy
most assets of local competitor Allen Family Foods, absent higher
and better bidders at an auction.  Seaford Milling Co., a newly
formed affiliate of Mountaire Farms of Delaware Inc., would buy
Allen hatcheries in Seaford and Dagsboro, the Seaford
administrative office, a Seaford feed mill, processing plants in
Harbeson and Cordova and a rendering plant called JCR Enterprises
in Linkwood.

According to the motion, certain other valuable assets like
broiler growout farms, receivables and 3,437 acres of farmland,
are excluded in the $30 million sale to Seaford Milling.

The Debtors believe that their proposed going-concern sale of
their businesses and assets through the Chapter 11 cases, subject
to a competitive sale process and the solicitation of higher and
otherwise better offers, is the surest way to (i) allow them to
maintain liquidity and ensure the continuity of their operations,
(ii) avoid significant deterioration in the value of their assets
that would likely occur absent the expeditious consummation of a
sale, and (iii) maximize recoveries to creditors.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, contends that
the Debtors' businesses are of a type that cannot endure a
prolonged stay in Chapter 11 without significant risk to their
survival.  Accordingly, he insists that a prompt sale is essential
to a successful result in the Chapter 11 cases.

                     About Allen Family Foods

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

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

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


ALLEN FAMILY: Sec. 341 Creditors' Meeting Set for July 13
---------------------------------------------------------
Roberta DeAngelis, the U.S. Trustee for Region 3, will convene a
meeting of creditors pursuant to Section 341(a) of the Bankruptcy
Code in the bankruptcy cases of Allen Family Foods, Inc., et al.,
on July 13, 2011, at 11:00 a.m., at J. Caleb Boggs Federal
Building, 5th Floor, Room 5209, 844 King Street, Suite 2207,
Lockbox 35, in Wilmington, Delaware.

                       About Allen Family

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

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

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


ALLEN FAMILY: Taps Epiq as Claims and Noticing Agent
----------------------------------------------------
Allen Family Foods, Inc., and its affiliated debtors sought and
obtained the U.S. Bankruptcy Court for the District of Delaware's
permission to employ Epiq Bankruptcy Solutions LLC as their
official claims, noticing and balloting agent, nunc pro tunc to
the Petition Date.

The Court also approved the indemnification provisions of the
parties' employment agreement subject to certain clarifications.

As Claims Agent, Epiq has agreed to (i) perform certain noticing
functions, (ii) assist the Debtors in analyzing and reconciling
proofs of claim filed against the bankruptcy estates, and (iii)
assist the Debtors in balloting in connection with any proposed
Chapter 11 plan.

Epiq will be paid according to its standard compensation set in
the parties' agreement.  The Debtors will also reimburse Epiq for
any reasonable out-of-pocket expenses.  The Debtors have provided
Epiq a retainer for $25,000, which is to be applied first to
prepetition fees and expenses incurred in connection with the
bankruptcy cases and then to subsequent bills for postpetition
fees and expenses.

Edward J. Kosmowski of Epiq has assured the Court that the firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                       About Allen Family

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

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

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


ALLEN FAMILY: U.S. Trustee Appoints 7-Member Committee
------------------------------------------------------
Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the bankruptcy cases of Allen Family Foods, Inc. and its
affiliated debtors.

The Committee members are:

     1. Amick Farms, LLC
        Attn: Marcus Miller
        2079 Batesburg Highway
        Batesburg SC 29006,
        Tel: (803) 532-1400
        Fax: (803) 332-1705

     2. Interstate Corrpack LLC, dba Interstate Container
        Attn: Pete Bugas
        903 Woods Road
        Cambridge, MD 21613
        Tel: (410) 221-7777
        Fax: (410) 221-7766

     3. Novus International Inc.
        Attn: Gerald Sahd
        20 Research Park Drive
        St. Cloud, MO 63304
        Tel: (636) 926-7415
        Fax: (314) 576-6041

     4. Archer Daniel Midland Company
        Attn: Larry Bostick
        4666 Faries Parkway, PO Box 1470
        Decatur, IL 62526
        Tel: (217) 424-5200
        Fax: (217) 424-6187

     5. Wye Mills Grain
        Attn: Mike Mihavetz
        PO Box 340
        Preston, MO 21655
        Tel: (410) 673-7123
        Fax: (410) 673-2374

     6. Tri-Gas & Oil Co. Inc.
        Attn: Keith McMahan
        3941 Federalburg Highway, PO Box 465
        Federalsburg, MD 21632
        Tel: (410) 754-2000
        Fax: (410) 754-1015

     7. Enviro-Organic Technologies Inc.
        Attn: Phil Snader
        2323 Marston Road, PO Box 600
        New Windsor, MD 21776
        Tel: (410) 635-3170
        Fax: (410) 645-4150

                       About Allen Family

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

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

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


AMERCABLE INC: Moody's Cuts Corporate to 'Caa1'; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service lowered AmerCable Incorporated's
corporate family rating and probability of default rating to Caa1
from B3, and the ratings on the first lien senior secured credit
facilities to B3 from B2. The ratings outlook remains negative.

Ratings downgraded:

   -- Corporate family rating to Caa1 from B3;

   -- Probability-of-default rating to Caa1 from B3;

   -- $15 million senior secured revolving credit facility due
2012 to B3 (LGD3, 38%) from B2 (LGD3, 38%);

   -- $84 million senior secured term loan due 2014 to B3 (LGD3,
38%) from B2 (LGD3, 38%).

RATINGS RATIONALE

The ratings downgrade reflects earnings pressure stemming from
increases in the price of non-copper materials. As such, EBITDA
has declined on a year-over-year basis in recent quarters,
resulting in very limited cushion under the leverage ratio
governing the first lien senior secured credit facilities.
Combined with a pending stepdown in the September 2011 quarter,
Moody's is concerned over the company's ability to maintain
compliance with financial covenants. The downgrade also reflects
heightened refinancing risk with the $15 million revolving credit
facility maturing on June 29, 2012. However, the rating considers
the potential for improved operating performance in the second
half of 2011 due to volume growth in oil & gas products and
recently implemented price increases, as well as the sponsor's
contribution of cure equity that has resulted in compliance to
date.

AmerCable's Caa1 corporate family rating reflects its weak
liquidity due to limited cushion under the financial covenants
governing the senior secured credit facilities, refinancing risk,
high leverage with debt to EBITDA of approximately 6.5 times
adjusting for FIFO inventories, modest interest coverage, and
negative volume trends in the oil & gas segment. The rating also
considers the company's limited free cash flow generation, small
scale, the cyclical nature of its end-markets, and exposure to
increases in the price of non-copper materials. While the company
is largely protected from increases in copper prices due to pass
through arrangements with customers, it does not have such
arrangements for non-copper materials. However, the rating derives
limited support from AmerCable's niche position in North American
markets for cabling products, strong technical capabilities
designing products for severe operating environments, modest
maintenance capital expenditures, a large portion of recurring MRO
sales, and favorable volume trends in its largest segment, mining.

The negative outlook reflects the concern that elevated non-copper
raw material costs will continue to pressure AmerCable's earnings
and challenge its ability to comply with the financial covenants
governing the credit facility. The outlook also captures
refinancing risk in the form of the revolving credit facility
maturing on June 29, 2012.

The ratings could be downgraded if AmerCable is unable to maintain
compliance with financial covenants and/or if it appears likely
that it will be unable to refinance pending debt maturities. In
addition, any potential action that is perceived as a distressed
exchange could also result in a ratings downgrade.

Barring an exogenous event, an upgrade over the near-term is
unlikely given the negative outlook. However, Moody's could revise
the outlook to stable if AmerCable improves its liquidity profile
by expanding covenant cushion and extending the revolving credit
facility maturity date.

The principal methodology used in rating AmerCable Incorporated
was the Global Manufacturing Industry Industry Methodology,
published December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA, published June 2009 (and/or) the
Government-Related Issuers methodology,published July 2010.

Headquartered in El Dorado, Arkansas, AmerCable develops,
manufactures and sells highly engineered, jacketed electrical
cable products, cable assemblies and customer-driven solutions for
power, control and instrumentation applications used in severe
operating environments.


AMIDEE CAPITAL: To Sell Ashworth and Reba Lane Properties
---------------------------------------------------------
Amidee Capital Group, Inc. and its debtor affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Southern
District of Texas to sell a real property located at Lot TR 6B,
Block ABST 117 of Harris County, with the local address of 0
Ashworth Street, Houston, Texas 77016 and raw land located at Lot
58 of Perpetual Oil Co. Addition, City of Huffman in Harris
County, with a local address of 0 Reba Lane, Houston, Texas 77336.

The Ashworth Property will be sold to Daniel Saldivar for $28,500
while the Reba Property will be sold to Andrea Tran for $2,000.

In addition, the Court ruled that upon the closing of the sales,
the Debtors are authorized and directed to apply the net sales
proceeds from the sale of the Properties to pay these claims in
full: (i) all pre- and postpetition ad valorem property taxes that
attach to the Properties as pro-rated through the date of closing
of the sale; (ii) all closing costs; and (iii) the commission of
Camelot Realty Group, the company that marketed the Properties.

                      About Amidee Capital

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.

Amidee Capital filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-20041) on Jan. 17, 2010.  Matthew S. Okin,
Esq., Sara Mya Keith, Esq., at Okin Adams & Kilmer LLP, in
Houston, represent the Debtors as counsel.  Amidee Capital
estimated $10 million to $50 million in assets and debts in its
Chapter 11 petition.  The Company's affiliates -- Amidee 2006
Preferred Real Estate Income Program, Ltd., et al. -- filed
separate Chapter 11 petitions.  Matthew Scott Okin, Esq., at Okin
Adams & Kilmer LLP, represents the Debtors.


APEX DIGITAL: Lewis Brisbois to Handle Case vs. Marketing Plus
--------------------------------------------------------------
Apex Digital, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Lewis Brisbois
Bisgaard & Smith LLP as special counsel.

Lewis will act as corporate counsel to handle various corporate
matters as they arise during the Debtor's case.  Lewis will also
represent the Debtor in connection with the prosecution of the
Debtor's pending case against Marketing Plus.  The case against
Marketing Plus is ending in the Circuit Court of Cook Count
located in Chicago, Illinois.

The hourly rates of Lewis' personnel are:

         Senior Partner            $275
         Partner                   $250
         Senior Associate          $225
         Associate                 $200
         Paralegal/Law Clerk       $125

The professionals with primary responsibility in the Debtor's case
are:

         Siobhan M. Murphy         $275
         Michael H. Carter         $275

As of the Petition Date, the Debtor owed $1,764 to Lewis.  Lewis
received a postpetition retainer of $2,500.

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

                       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.


APPLIED MINERALS: Sells 1.25 Million Common Shares
--------------------------------------------------
Applied Minerals, Inc., sold a total of 1,250,000 shares of common
stock at $1.60 per share to one purchaser in a transaction that
was exempt from registration under section 4(2) of the Securities
Act of 1933.  The Company did not use a broker and paid no
commission as part of the transaction.

                      About Applied Minerals

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

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

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

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


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

                     About Ark Development

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

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


ATEX CORPORATION: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atex Corporation
        26314 Western Avenue, Suite 200
        Lomita, CA 90719

Bankruptcy Case No.: 11-37051

Chapter 11 Petition Date: June 23, 2011

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

Debtor's Counsel: Jiyoung Kym, Esq.
                  LAW OFFICES OF JIYOUNG KYM
                  3435 Wilshire Blvd #2600
                  Los Angeles, CA 90010
                  Tel: (213) 386-0800
                  Fax: (213) 995-9898
                  E-mail: jkym@yahoo.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-37051.pdf

The petition was signed by John Lee, president.


AUSTIN HOUSING: Moody's Cuts Rating on Revenue Bonds to 'Ca'
------------------------------------------------------------
Moody's Investors Service has downgraded to Ca from Caa1 the
rating on Austin Housing Finance Corporation Multifamily Housing
Revenue Bonds (Rutland Place Apartments Project), Series 1998 A,
affecting approximately $11,180,000 million of outstanding debt.

RATINGS RATIONALE

The downgrade reflects the Notice to Holders dated June 16th, 2011
of default on payments on the Bonds due on the regularly scheduled
mandatory sinking fund redemption from Nov. 1, 2010 and interest
payment due May 1, 2011, a debt service coverage below 1.0x,
depletion of reserves and cash balances, and continued low
occupancy that, although somewhat improved since 2009, remains at
approximately 80%. The rating reflects Moody's estimate of
potential losses to bondholders in light of the Notice of Default
and the status of project reserves.

DETAILED CREDIT DISCUSSION

The project is a 294-unit multifamily housing development located
in North Central Austin submarket, and is comprised of 16 garden
style apartment buildings (known as Rutland Place I) and 15 other
apartment buildings (known as Rutland Place II). Phase I of the
project was built in 1979 and Phase II was built in 1985. The
bonds are limited obligations payable solely from the revenues,
receipts and security from the project.

Based on un-audited 12-month operating statement ending Dec. 31,
2010 debt service coverage was 0.79x. Debt service coverage based
on similar financial statements has been below 1.0x for the past 5
of 6 calendar years. There are signs of improvement since the 2008
and 2009 lows in revenue and occupancy levels. However, challenges
remain in the low occupancy levels and depleted cash resources
available to pay expenses and debt service. The balance in the
Debt Service Reserve Fund declined to $95,546, as of Dec. 31,
2010, or 10.5% of the required level. The Replacement and Repair
Fund remains unfunded. Moody's expects a recovery rate consistent
with the rating assigned in light of the Notice of Default and
status of Project resources.
Outlook

WHAT COULD CHANGE THE RATING: UP

- Debt service coverage above 1.0x, improved occupancy levels, and
  replenishment of the reserve funds.

- Decreases in anticipated losses.

WHAT COULD CHANGE THE RATING: DOWN

- Further deterioration of occupancy or debt service coverage
  levels.

- Increases in anticipated losses.

PRINCIPAL METHODOLOGY USED

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


BENTLEY SYSTEMS: S&P Assigns 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned Exton, Pa.-based
infrastructure software provider Bentley Systems Inc. its 'BB-'
corporate credit rating. The rating outlook is stable.

"Additionally, we assigned the company's $310 million first-lien
facility our 'BB+' issue-level rating (two notches higher than the
'BB-' corporate credit rating) with a recovery rating of '1'
indicating our expectation of very high (90%-100%) recovery in the
event of payment default. The facility consists of a $100 million
revolver due 2015 and a $210 million term loan due 2016. The
company used proceeds to purchase a minority interest in the
company, refinance existing indebtedness, and pay expenses," S&P
said.

"The rating on Bentley reflects the company's strong position in
the market for architectural, engineering, and construction
software solutions, a highly recurring base of revenues, and
stable cash flows," said Standard & Poor's credit analyst Jennifer
Pepper. "Further, we do not expect that its resulting levered
capital structure will be significantly detrimental to solid free
cash flows, a key support to the rating."

Bentley is a leading provider of software solutions for
infrastructure, including roads, rails, bridges, water systems,
and plant operations. Revenues for the 12 months ended March 31,
2011 were $483.9 million, normalizing for the impact of a
prospective change in accounting for the company's perpetual
license sales adopted on Jan. 1, 2011. More than half of revenues
come from outside the U.S., with Asia representing the fastest-
growing segment.


BOSTON MEN'S: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Boston Men's Health Center, Inc.
        a Florida corporation
        20301 SW Acacia Street, Suite 250
        Newport Beach, CA 92660

Bankruptcy Case No.: 11-19001

Chapter 11 Petition Date: June 24, 2011

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

Judge: Erithe A. Smith

Debtor's Counsel: Leonard M. Shulman, Esq.
                  SHULMAN HODGES & BASTIAN LLP
                  8105 Irvine Ctr Dr Suite 600
                  Irvine, CA 92618
                  Tel: (949) 340-3400
                  Fax: (949) 340-3000
                  E-mail: lshulman@shbllp.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/cacb11-19001.pdf

The petition was signed by Quoc Huan Ha, president.


CABI SMA: Disclosure Statement Hearing Today
--------------------------------------------
CABI SMA Tower I LLP will seek approval today from the U.S.
Bankruptcy Court for the Southern District of Florida of the
disclosure statement explaining its proposed Chapter 11 plan of
reorganization, as amended.

CABI will hope that the Court will overrule objections filed by
Brickell Central LLC and Miami-Dade County Tax Collector to the
Plan disclosure.

The Miami-Dade Tax Collector said it is concerned that the its
treatment, which contemplates the possibility that subsequent
owners of the estate's real property will be liable for payment of
taxes which could result from litigation over valuation issues,
does not provide a mechanism for notice to purchasers.  It asserts
that the Disclosure Statement should be rejected unless the
concern regarding notice to subsequent purchasers of the potential
of responsibility for payment of ad valorem taxes is addressed.

Brickell Central in its filing noted that the Debtor has
outstanding contracts for sale of approximately 55 condominium
units.  However, it points out that the Debtor failed to disclose
that it intends to terminate those contracts pursuant to a
settlement not yet approved by the Court and return all deposits
currently escrowed under those contracts to the proposed
purchasers.  There is also no disclosure as to the reason why the
deposits are being refunded.

As reported in the May 9, 2011 edition of the Troubled Company
Reporter, the Plan provides for a restructuring of the Debtor's
financial obligations.  The Debtor says the proposed restructuring
will provide it with the necessary liquidity to compete
effectively in today's business environment.

The Plan is premised upon the funding of (i) up to $7 million on
the Effective Date in order to consummate the Plan and (ii)
shortfalls, if any, by the Reorganized Debtor.  The Plan Investors
will make the Equity Contribution via a newly formed limited
liability company, Teca Group Investments LLC.

The First Amended Plan provides for this classification and
treatment of claims:

Class     Description           Treatment
-----     -----------           ---------
NA        Administrative        Paid in full, in cash.
          Expenses              Est. Allowed Amount: $350,000
                                Est. Percentage Recovery: 100%

NA        Priority Tax          Paid in full, in cash over a
          Claims                period not exceeding five years
                                from Petition Date, with interest.
                                Est. Allowed Amount: $0
                                Est. Percentage Recovery: 100%

1         Priority Non-Tax      Not impaired.  Paid in full, in
          Claims                cash.
                                Est. Allowed Amount: $0
                                Est. Percentage Recovery: 100%

2         Secured Claim of      Unimpaired.  Paid in full, in cash
          Miami-Dade Tax        in the amount of any remaining
          Collector             2009 and 2010 taxes owed to the
                                county.
                                Est. Allowed Amount: $829,126
                                Est. Percentage Recovery: 100%

3         Secured Tax           Impaired.
          Certificate           Est. Allowed Amount: $352,980
          Claims                Est. Percentage Recovery: 100%

4         Secured Prepetition   Impaired.  Will receive New Senior
          Loan Claim            Note.
                                Est. Allowed Amount: $16,000,000
                                Est. Percentage Recovery: 100%

5         Other Secured         Impaired.  Will receive either of
          Claims                full payment in cash, or
                                reinstatement of claim,
                                satisfaction by the surrender of
                                collateral securing claim, or
                                treatment that otherwise renders
                                the claim unimpaired.
                                Est. Allowed Amount: $0
                                Est. Percentage Recovery: 100%

6         Customer Deposit      Impaired.  Will receive cash in
          Claims                the amount of the principal
                                balance of the escrow fund, cash
                                in the statutory amount of any
                                Priority Non-Tax Claim, and cash
                                in the amount of 15% of the
                                holders' allowed unsecured
                                customer deposit claim.

                                Est. Allowed Amount (Secured):
                                $3,909,956
                                Est. Percentage Recovery: 100%

                                Est. Allowed Amount (Priority):
                                $104,000
                                Est. Percentage Recovery: 100%

                                Est. Allowed Amount (Unsecured):
                                $2,176,361
                                Est. Percentage Recovery: 15%

7         General Unsecured     Impaired.  Will receive cash in
          Claims                the amount equal to 15% of the
                                Allowed Claim.
                                Est. Allowed Amount: $453,404
                                Est. Percentage Recovery: 15%

8         Unsecured             Impaired.  Will receive the New
          Prepetition Loan      Junior Note.
          Claim                 Est. Allowed Amount: $13,198,303
                                Est. Percentage Recovery: 100%

9         Old Equity Interests  Impaired, no distribution.
                                Est. Allowed Amount: NA
                                Est. Percentage Recovery: 0%

A full-text copy of the April 27 Disclosure Statement is available
at http://bankrupt.com/misc/CABISMA_DS.pdf

                      About Cabi SMA Tower I

Based in Miami, Florida Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River, LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

aesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years," S&P said.

"Although the proposed amend and extend transaction would improve
Caesars' already strong debt maturity profile," added Mr. Bubeck,
"we believe the increase in interest rate offered to extending
lenders will weigh on the company's liquidity profile, given weak
EBITDA coverage of interest of just 0.9x as of Dec. 31, 2010." "We
expect EBITDA to begin to grow this year following three years of
moderate declines. However, absent meaningful growth in EBITDA
over the next few years, Caesars will likely burn substantial cash
to meet capital expenditure needs and may be challenged to
continue to meet long-term debt service obligations. The proposed
amendment would also allow Caesars to buy back loans from
individual lenders at a price that may be below par. Given the
company's very weak financial profile, we would likely view
buybacks at a price meaningfully below par as tantamount to a
default and lower our ratings in accordance with our distressed
exchange criteria," S&P stated.


CALAIS RESOURCES: Brigus Extends Forbearance Until Oct. 31
----------------------------------------------------------
Calais Resources Inc., on Jan. 15, 2011, entered into a
Forbearance Agreement with Brigus Gold Corp. pursuant to which
Brigus has agreed to extend the forbearance period to June 30,
2011, for the three notes held by Brigus which are secured by the
Colorado assets of the Company.  The original forbearance periods
with respect to these notes were scheduled to expire in early
February and March 2011.

On June 8, 2011, the Company entered into an Extension Agreement
with Brigus, in which Brigus agreed to extend the June 30, 2011,
date to Oct. 31, 2011, upon receipt by Brigus of at least a
minimum of $1,000,000 from the Company.  The Company wired funds
to Brigus on June 8, 2011, in the amount of $1,000,000 to be
applied against the interest due on the notes covered by the
Forbearance Agreement.

A full-text copy of the Extension Agreement is available for free
at http://is.gd/Bx4Eao

                      About Calais Resources

Nederland, Colorado-based Calais Resources, Inc. (Pink Sheets:
CAAUF) is an exploration and development company and owns and
operates the Cross/Caribou gold and silver mine operations in
Colorado and the White Caps mine operation in Manhattan, Nevada.
The company is currently in the initial stages for reviewing the
reopening of the fully permitted Cross Mine which includes
planning to resume underground exploration activities in Colorado
and surface exploration in Nevada.


CARGO TRANSPORTATION: Agreement to Pay Estes Express Claim OK'd
---------------------------------------------------------------
The Hon. Michael G. Williams of the U.S. Bankruptcy Court for the
District of Middle District of Florida approved a critical vendor
agreement between Cargo Transportation Services Inc. and Estes
Express.

Pursuant to the agreement:

   -- Estes' prepetition claim is $530,058;

   -- Estes will provide the Debtor with resumption of
      postpetition services as a nationally preferred less-than-
      load carrier and the reinstatement of prepetition pricing
      and extension of trade credit;

   -- the Debtor will wire transfer $100,000 to Estes to be
      applied to the prepetition Claim; and

   -- the balance of the prepetition claim in the amount of
      $430,058 will be paid in 10 equal monthly payments,
      commencing July 1, 2011, and continuing on the first of each
      month thereafter.

                       About Cargo Transportation

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

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  Jennis & Bowen, P.L.,
serves as substitute counsel.  1 Source Partners Inc. and Accell
Audit & Compliance P.A., serve as its certified public
accountants.  The Debtor also tapped Ruden McClosky P.A. as its
special counsel.

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

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


CATHOLIC CHURCH: Wilm. Lay Panel Has Ok for P. Hamilton Hiring
--------------------------------------------------------------
The Official Committee of Lay Employees in the Chapter 11 case of
the Catholic Diocese of Wilmington, Inc., received approval from
the U.S. Bankruptcy Court for the District of Delaware to retain
Pepper Hamilton LLP as counsel, nunc pro tunc to April 25, 2011.

The Committee was previously represented by Donald J. Detweiler,
Esq., when he was still a shareholder of Greenberg Traurig LLP.

Mr. Detweiler is now a member of Pepper Hamilton.

The Committee wishes Mr. Detweiler to continue representing the
Lay Employees Committee.

The professional services that the Lay Employees Committee
expects that Pepper Hamilton will be called upon to render
include, but will not be limited to:

  (a) providing legal advice with respect to the Lay Employees
      Committee's rights, powers and duties in this Case;

  (b) preparing all necessary applications, answers, responses,
      objections, orders, reports and other legal papers;

  (c) representing the Lay Employees Committee in any and all
      matters arising in the Case including any disputes or
      issues with the Debtor, alleged secured creditors and
      other third parties;

  (d) assisting the Lay Employees Committee in its investigation
      and analysis of the Debtor including but not limited to,
      the review and analysis of all pleadings, claims or plans
      of reorganization that may be filed in this Case and any
      negotiations or litigation that may arise out of, or in
      connection with, the matters, operations and financial
      affairs; and

  (e) perform all other legal services for the Lay Employees
      Committee that may be necessary or desirable in these
      proceedings.

The Debtor will pay Pepper Hamilton based on its hourly rates:

  Shareholders and Of Counsel        $380 to $825
  Associates                         $240 to $435
  Paralegals                          $75 to $215

The principal attorneys and paralegals that will represent the
Lay Employees Committee are:

  Donald J. Detweiler                        $600
  James C. Carignan                          $405
  Evelyn J. Meltzer                          $405
  John H. Schanne, II                        $310
  Christopher Lano                           $215

Pepper Hamilton will be reimbursed for its necessary out-of-
pocket expenses.

Mr. Detweiler assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                           *     *     *

The Lay Employees Committee previously certified that there were
no responses or objections to their application as of May 25,
2011.

                  About the Diocese of Wilmington

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

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

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

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


CATHOLIC CHURCH: Milwaukee Defends Bar Date Notice
--------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of the Archdiocese of Milwaukee asked the U.S. Bankruptcy
Court for the Eastern District of Wisconsin not to grant the
Archdiocese of Milwaukee's request to establish deadlines for
filing proofs of claim because it is going to more extensive
efforts by the Debtor than those proposed in its request to locate
and serve Abuse Survivors.

Robert L. Elliot and Jeff Anderson and Associates P.A., has
joined in the Committee's objection.

On behalf of the Archdiocese, Daryl L. Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, contends that
the Bar Date notice proposed by the Debtor complies with due
process by providing personal notice to all known Abuse Survivors
and a broad based publicity campaign which includes
advertisements announcing the Abuse Survivor Bar Date in more
than 20 local, regional, and national publications -- some of
which are in Spanish and Hmong -- wide dissemination of
Publication Notices and the list of Abusers, including to
individuals that are alumni of Schools in the Region, a letter in
parish bulletins from the Archbishop announcing the Abuse
Survivor Bar Date, Web site postings, and press releases to
inform unknown Abuse Survivors of the Abuse Survivor Bar Date.

Mr. Diesing tells the Court that the Committee, apparently acting
under the misguided belief that more notice is always better,
advocates for an Abuse Survivor Bar Date that is more than a year
away and a notice and publicity campaign surrounding the Abuse
Survivor Bar Date that is significantly more burdensome than
anything ever undertaken by a diocesan debtor.  He says that the
Debtor has significant concerns that the notice protocols
advocated for by the Committee would re-victimize Abuse
Survivors.

"This will occur if Abuse Survivors are encouraged to file proofs
of claim only to have their claims disallowed after the Debtor or
the Committee -- in keeping with its fiduciary responsibilities
-- successfully objects on statute of limitations or other
grounds," Mr. Diesing explains.

"Some Abuse Survivors do not want to think about the abuse they
suffered and do not wish to participate in this Reorganization
Case; however, the Committee proposes to inundate these Abuse
Survivors with announcements at the parishes they attend,
correspondence in the mail, and announcements in parish
bulletins, potentially triggering post traumatic stress disorder
or other psychological damage," he further argues.

Mr. Diesing points out that one group that is particularly
vulnerable to re-victimization is 192 Abuse Survivors who settled
their claims against the Debtor prepetition because the language
the Committee wants added to the Abuse Survivor Proof of Claim
Form and Abuse Survivor Bar Date Notice in essence encourages
Settled Abuse Survivors to rescind their settlement agreements or
claim they were fraudulently induced to enter into their
settlement agreements.

The Debtor entered into settlements with the Settled Abuse
Survivors to promote healing and as an extension of its
ministries; however, the Debtor does not believe it had any legal
obligation to compensate the Settled Abuse Survivors because the
statute of limitations had tolled on their claims, Mr. Diesing
argues.  He asserts that if the Committee is successful in
convincing Settled Abuse Survivors to rescind their agreements
with the Debtor, the likely result is that the Settled Abuse
Survivors would be compelled to return to the Debtor all
settlement payments they have received to-date, only to have
their proofs of claim disallowed on statute of limitations or
other grounds.

                  About the Diocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Milw. Opposes Creditors' Deposition Request
------------------------------------------------------------
The Archdiocese of Milwaukee asks the U.S. Bankruptcy Court for
the Eastern District of Wisconsin not to grant the Official
Committee of Unsecured Creditors' request to lift the automatic
stay to permit the taking of certain depositions.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, contends that the Deposition Motion should
be denied because (i) the Committee is not a proper party to
bring the Deposition Motion; (ii) the Committee has not shown
cause for the relief it seeks, (iii) contrary to the Committee's
assertions, the relief sought is unprecedented, (iv) allowing
stay relief for depositions would greatly prejudice the Debtor
without any benefit to unsecured creditors, and (v) granting
relief for depositions would result in significant state court
proceedings at a tremendous expense to the Debtor.

Mr. Diesing notes that the Committee was appointed in the
Chapter 11 case as the official representative of all of the
unsecured creditors.

"From the contents of the Deposition Motion, it is clear that the
Committee has instead taken on the role of advocate for the
plaintiffs in the State Court Cases," he points out.

"While the Committee makes a half-hearted attempt in the
Deposition Motion to ask for relief so that the Debtor and other
'parties in interest' can take depositions, there are no parties
in interest, including the Debtor, that have manifested any
interest in taking any deposition in the State Court Cases other
than counsel for the plaintiffs in the State Court Cases," Mr.
Diesing argues.

Mr. Diesing further argues that while it might be true that the
death of a witness would impose a significant burden on certain
plaintiffs in the State Court Cases, the Committee has presented
no evidence that the death or incapacity of any witness is
imminent.  He adds that the Debtor is unaware of any serious
illness of any potential witness.

A mortality table provided by the Center for Disease Control
suggests that a 70 year old individual has a life expectancy of
more than 13 years and an 84 year old, the oldest witness
identified by the Committee, has a life expectancy according to
the Mortality Table of six years.

The Committee brought up a similar deposition motion filed by the
unofficial committee of abuse survivors in the Chapter 11 case of
the Catholic Diocese Wilmington which sought to depose elderly
witnesses.

However, Mr. Diesing contends that the Wilmington Deposition
Motion did not seek to take depositions of individuals based
solely on age.  Instead, the Wilmington Deposition Motion sought
to take depositions of infirm or dying parties or witnesses like
one who is dying of numerous heart and respiratory problems,
including congestive heart failure that has left him with 30%
heart capacity and will die at any time.

Mr. Diesing points out that even if the Committee had carried its
prima facie burden of showing there was cause for relief from
stay, the Deposition Motion should still be denied because great
prejudice to the Debtor and its bankruptcy estate would result
from the premature taking of depositions, and the hardship to the
Debtor in needing to prepare for and defend the depositions is
significant, without any countervailing benefit to creditors.  He
asserts that if the Deposition Motion is granted, the Committee
will attempt to take the depositions of 10 or more individuals,
and the Debtor's cost of defending the depositions and paying for
Committee's counsel's preparation for and participation in the
depositions would likely be between $25,000 to $35,000 per
deposition, funds that otherwise would likely be available for
distribution to creditors.

Mr. Diesing also reasons that since the claims pool and assets
pool in the Chapter 11 case are either unknown or undetermined at
this point, the provisions of a plan of reorganization are still
"in the incubator."  He notes that it is entirely possible that
the parties will follow other multiple tort cases where the
claims are not liquidated at all, but determined by a claims
master who will allocate a pool of assets toward the claims.

"This is a concept offered for consideration by the Committee in
the past and it is therefore surprising that at this time the
Committee would seek to begin the claims adjudication process,"
Mr. Diesing says.

           Parties File Joinders to Deposition Motion

In separate filings, Jeff Anderson and Associates, P.A. and
Robert L. Elliott, Esq., an attorney for certain victim unsecured
creditors, join in the Deposition Motion.

                  About the Diocese of Milwaukee

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

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

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

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

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

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


CATHOLIC CHURCH: Milw. Mediation Participants Complaining
---------------------------------------------------------
An order entered by the U.S. Bankruptcy Court for the Eastern
District of Wisconsin authorized the Archdiocese of Milwaukee to
continue paying certain psychological counseling and therapy for
Abuse Survivors.

At a June 1, 2011 hearing, the Court addressed the remaining
portion of the Debtors' request for special confidentiality
procedures to protect Abuse Survivors and the objection
previously filed by the Official Committee of Unsecured
Creditors, which had been joined by Jeff Anderson, Esq., on
behalf of certain Abuse Survivors.

Eva M. Soeka, director of Marquette University's Center for
Dispute Resolution, one of the creators for the independent
voluntary mediation program to address claims against it by Abuse
Survivors, said that the Mediation Program was designed to give a
fair resolution process to the Abuse Survivors.

To prove her point, she disclosed that some mediators are non-
Catholic to make certain Abuse Survivors are more comfortable.

Ms. Soeka, however, disclosed that after coming up with the
Mediation Program, she really did not monitor or police the
individual mediation with the Abuse Survivors.  She also said
that she did not receive any complaints regarding the Mediation
Program.

Steven Geier, a deaf Abuse Survivor who participated in the
Mediation Program testified that the Mediation Program was
frustrating and humiliating.  He said that he was confused and
didn't know what was going on.  The process went on for hours and
that he didn't eat anything the whole day.

Mr. Geier said that he received a settlement amount after giving
in to a statement made by James Smith, Esq. -- a lawyer provided
by the Archdiocese, to help him -- that he should take the
settlement or he might not get anything the next time around.  He
noted that after receiving the amount, he felt that it wasn't the
right thing to do.

Other Abuse Survivors, Sharon Tarantino and Jerri Stenavich, said
that they have similar experiences regarding the Mediation
Program.  They said that while undergoing the Mediation Process,
they felt that they were reliving their past experiences again
and that they are deceived.

Ms. Tarantino testified that she was forced to go to the place
where her ordeal took place and repeat her story many times.

Ms. Stenavich said that the mediator's responses to her questions
were "cold".

Mr. Smith testified that none of his clients were "bullied"
during the Mediation Process.

During the hearing, the Debtor withdrew the request to serve
certain Abuse Survivors by proxy.  David Asbach, Esq., the U.S.
Trustee's counsel, stated the U.S. Trustee's position is that the
Debtor should be required to file its schedules and creditor
matrix under seal with the Court.

The Court ordered that the list of Abuse Survivors who had
participated in mediation or otherwise were known to the Debtor
but wished to remain anonymous should be filed under seal with
the Court, with access restricted to Court personnel, the U.S.
Trustee and counsel for the Committee.  Specifically, neither Mr.
Anderson, nor the Committee members themselves, will be given
access to the sealed matrix or other sealed documents without
further Order of the Court.  The Court cautioned that when
serving documents on the individuals on the sealed matrix, the
certificate of service should refer to, but not attach, the
sealed matrix.

The Court also held that the Debtor is authorized to complete the
mediation process with two survivors desiring to utilize the
program, but that the Debtor is not authorized to offer a
monetary settlement of these claims, other than to pay for
therapy and psychological counseling, and that the Debtor may not
require these two survivors to release their claims against the
Debtor.

On the prepetition settlement agreements with other Abuse
Survivors, the Court approved the Debtor's disbursement of
payments due for one year from the date of the Debtor's
bankruptcy, i.e., from Jan. 4, 2011, through Jan. 3, 2012.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, represented that the amount due in the one-
year period is approximately $301,000, although the Motion
provides that $311,000 is due.

The Court authorized the payments without prejudice to the Abuse
Survivors' arguments about the unenforceability of the releases
contained in the settlement agreements.  However, the payments
will be subject to recoupment from the recipients if this case
does not resolve with other similarly situated creditors
receiving equal treatment.

                  About the Diocese of Milwaukee

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

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

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

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

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

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


CB HOLDINGS: Plan Filing Exclusivity Extended Until Sept. 13
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods of CB Holding Corp. and its debtor-
affiliates to:

  a) file a Chapter 11 plan of reorganization until Sept. 13,
     2011; and

  b) solicit acceptances of that plan until Nov. 10, 2011.

According to the Debtors, they have concentrated their efforts on
pursuing sales of their three restaurant brands and related
assets.  The Debtors and their professionals specifically devoted
significant time and energy to:

    i) negotiate multiple asset purchase agreements and related
       documentation,

   ii) prepare for and conduct multiple auctions,

  iii) obtain approval of multiple motions to sell these and other
       assets to various purchasers,

   iv) consummate these sales,

    v) attend to various operational and administrative matters
       that have arisen during the Chapter 11 cases,

   vi) manage their liquidity and other financing issues, and

  vii) formulate an exit and wind-down strategy for these cases.

The Debtors said these efforts have required the Debtors and their
professionals to dedicate most of their energies in large part to
the sale processes; yet, the Debtors remain focused on preparing
and filing a liquidating plan to ensure a smooth and efficient
resolution of these cases.

                       About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding sold off its The Office restaurant chain and 12 Bugaboo
Creek stores in separate auctions.  Villa Enterprises Ltd. won the
bidding for The Office chain with its $4.68 million.  RRGK LLC
acquired the 12 Bugaboo Creek stores for $10.05 million, more than
tripling the $3.175 million first bid from an affiliate of
Landry's Restaurants Inc.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CHRISTIAN BROTHERS: Agrees on Adequate Protection for County Bank
-----------------------------------------------------------------
Pursuant to a loan agreement, dated Nov. 25, 2008, Christian
Brothers Institute, as borrower, loaned $5,000,000 from Country
Bank, as lender.  The loan was evidenced by a promissory note,
dated Nov. 25, 2008 and was secured by, inter alia, three
mortgages, assignments of leases and rents and security
agreements, each dated as of Nov. 25, 2008.  The Loan is an
interest-only loan, with interest at the rate of six percent per
annum.  The original maturity date of the Loan was Dec. 1, 2010,
and the maturity date has been extended to Dec. 1, 2012.  The
Security Agreements constitute both real property mortgages and
security agreements within the meaning of the Uniform Commercial
Code.  The proceeds of the Loan were used by CBI to fund
settlements of personal injury lawsuits and to pay CBI's legal
fees incurred in connection therewith.

In a court-approved stipulation, CBI and its Debtor affiliates and
Country Bank agreed that:

   1. Country Bank is authorized to use the Debt Service Reserve
      under the terms of the Loan Documents and in the ordinary
      course of its business, nunc pro tunc and effective as of
      the Petition Date;

   2. As adequate protection to Country Bank, it is authorized to
      continue disbursing to itself payments of postpetition
      interest on the Loan from the Debt Service Reserve, at the
      non-default rate, approximately amounting to $25,000 per
      month in accordance with the terms of the Loan Documents.
      Subject to further Order of the Court, other than
      disbursement of Interest Payments, Country Bank will not be
      permitted to disburse any funds from the Debt Service
      Reserve to itself or any other party.  All Interest
      Payments to Country Bank are subject to reallocation under
      Section 506(b) of the Code;

   3. As additional adequate protection to protect Country Bank
      from diminution of the value of its Collateral, to the
      extent its lien thereon or interest therein is valid,
      enforceable and not avoidable, Country Bank is granted, in
      the amount of any diminution replacement liens and security
      interests in the Collateral (i) to the extent that any
      liens granted to Country Bank by CBI pursuant to the Loan
      Agreements were valid, perfected and enforceable as of the
      Petition Date in the continuing order of priority of its
      prepetition liens without determination herein as to the
      nature, extent and validity of the prepetition liens and
      claims; and (ii) to the extent that diminution of its
      Collateral occurs during the Cases, subject to: (x) the
      claims of Chapter 11 professionals duly retained and to the
      extent awarded pursuant to Sections 330 or 331 of the
      Bankruptcy Code; (y) United States Trustee fees; and (z)
      the fees and commissions of a Chapter 7 trustee in an
      aggregate amount not to exceed $10,000.  Any Replacement
      Liens granted pursuant to the Stipulation and Order will
      attach solely to the Collateral and not to any other asset
      of the Debtors, including without limitation the proceeds
      of any recoveries of estate causes of action under Sections
      542 through 553 of the Bankruptcy Code;

   4. The automatic stay is vacated solely in order to
      permit Country Bank to continue to disburse to itself
      Interest Payments from the Debt Service Reserve, at the
      non-default rate, in accordance with the terms of the Loan
      Documents and the Stipulation;

   5. Country Bank will not be required to file financing
      statements or other documents in any jurisdiction or take
      any other action to validate or perfect the Replacement
      Liens and security interests granted by the Stipulation;

   6. The rights of the Debtors and any trustee(s) appointed or
      elected in these Cases or any successor cases under Chapter
      7 of the Code to surcharge the Collateral or any proceeds
      thereof pursuant to Section 506(c) of the Code are
      expressly preserved;

   7. The Stipulation will be binding upon and inure to the
      benefit of any subsequently appointed or elected trustee or
      any successor case under Chapter 7 of the Bankruptcy Code.

               About Christian Brothers' Institute

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

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

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

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


CITRUS VALLEY: Moody's Affirms 'Ba2' Revenue Bond Rating
--------------------------------------------------------
Moody's Investors Service affirms Citrus Valley Health Partners'
Ba2 revenue bond rating affecting $75 million of rated outstanding
Series 1998 fixed rate and auction rate certificates of
participation issued through the California Statewide Communities
Development Authority. The outlook remains negative.

SUMMARY RATING RATIONALE

The rating affirmation reflects a material increase in
unrestricted cash from the state provider fee program. Moody's is
maintaining a negative outlook due to weak operating performance
in FY 2010 that has continued through four months of FY 2011
resulting from a deteriorating payor mix and continued outpatient
volume declines. Furthermore, CVHP's has significant future
capital needs relating to deferred maintenance and seismic
requirements.

STRENGTHS

* Sizable regional system (with revenues of $393 million in FY
  2010, 31,017 admissions, and 122,000 outpatient visits)
  consisting of three hospitals located in contiguous service
  areas in East San Gabriel Valley of Los Angeles County;
  maintains leading and stable 32% market share

* Significant beneficiary under the California hospital fee
  program; CVHP received $36.2 million net proceeds under the
  initial phase of the program, and expects to receive an
  additional $14 million under the second phase, a six month
  extension of the program approved in May 2011

* Material boost in unrestricted cash from the state provider fee
  program; As of April 30, 2011, cash balances increased to $101.7
  million, equating to 99 days cash on hand and 124% cash-to-debt

* Despite weaker operating results in FY 2010 (excluding the
  impact of the state provider fee program) , CHVP maintains
  adequate Moody's-adjusted debt coverage measures due in part to
  relatively low debt load (measured by total debt-to-operating
  revenues of 21% in FY 2010); Adjusted maximum annual debt
  service (MADS) coverage measured 2.81 times and adjusted debt-
  to-cash flow measured a somewhat high but manageable 4.66 times

* Overall labor environment currently stable with low nursing
  turnover and vacancy rates; in FY 2010, CVHP entered into a four
  year renewed contract with California Nurses Association

CHALLENGES

* Challenging payor mix with combined government (Medicare 44% and
  Medi-Cal 23.5% of gross revenues) and self pay (4.3% of gross
  revenues) growing to nearly 72% of gross revenues in FY 2010;
  payer mix is an ongoing concern given weak economic conditions
  in the region with high unemployment, State budget challenges,
  and risk of potential changes in future government funding

* Trend of variable operating performance; following a good
  turnaround in operating performance in FY 2009, operations
  weakened considerably in FY 2010 (adjusted to exclude the impact
  of the state provider fee program) which has continued through
  the first four months of FY 2011; CVHP posted a sizable
  operating loss of $3.4 million (-0.9% margin) and decline in
  operating cash flow to $15.5 million (3.9% margin) in FY 2010
  from an operating profit of $2.6 million (0.7% margin) and
  operating cash flow of $21 million (5.4% margin) in FY 2009;
  through four months of FY 2011 operating cash flow is down to
  $4.3 million (3.3% margin) from $7.5 million (6.0% margin) in
  the same period in the prior year

* Continued outpatient volume declines attributed to the weak
  economy, high unemployment, increase in uninsured population,
  and patients deferring elective healthcare service

* Very high average age of plant (18 years) due to accumulated
  deferred maintenance; significant capital expenditures will be
  required to make system facilities seismically compliant; two of
  three facilities do not meet the SB1953 seismic standards; CVHP
  is expected apply for an extension of the retrofit deadline to
  2020 by late this year or early next year for buildings that are
  subject to the compliance date of 2013

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: The outstanding bonds are secured by a pledge of
gross revenues of the obligated group which includes Citrus Valley
Health Partners (the parent corporation), Citrus Valley Medical
Center (CVMC), and Foothill Presbyterian Hospital (FPH). The
obligated group represented 97% of system revenues and 94% of
system assets in FY 2010. Unless otherwise noted, all references
in this report are based on the system and consolidated financial
statements. Required to meet annual minimum 60 days cash on hand
liquidity covenant (tested at FYE Dec. 31) under the Series 1998
Bonds MBIA bond insurance policy. The insurer of the bonds has the
right to accelerate bonds upon failure to meet the liquidity test.

DEBT STRUCTURE: The debt structure is comprised of 69% of fixed
rate and 31% auction rate bonds.

INTEREST RATE DERIVATIVES: None

RECENT RESULTS/DEVELOPMENTS

Citrus Valley Health Partners (CVHP) continues to face operating
challenges and volatility due to a deteriorating payor mix from a
sluggish economy and high unemployment in the region. Following
good turnaround in operating performance in FY 2009, operating
performance weakened considerably in FY 2010 (adjusted to exclude
the impact of net $36.2 million of supplemental funding received
from the State provider fee program). CVHP posted an adjusted
operating loss of $3.4 million (-0.9% margin) compared to
operating income of $2.6 million (0.7% margin) in FY 2009.
Operating cash flow dropped by 26.8% to $15.5 million in FY 2010
(3.9% margin) from an improved $21.2 million (5.4% margin) in FY
2009. Through the first four months of FY 2011, operating results
are down compared to the same period last year with an operating
loss of $2.0 million and operating cash flow of $4.2 million (3.3%
margin) compared to operating income of $1.2 million and operating
cash flow of $7.5 million (6.0% margin) the same period the prior
year. According to management, the primary factor that has led to
the operating downturn is a weakening payor mix with growth in
Medi-Cal (represents 23.5% of gross revenues) and a recent spike
in self pay (grew to 5.2% as of April 30, 2011 from 4.3% in FY
2010).

The system favorably managed expenses down (expense growth was
1.52%) while total revenues were flat in FY 2010. CVHP continues
to experience outpatient volume declines. Management attributes
the recent declines to a weak economy, increase in the uninsured
population, and patients deferring elective healthcare services
due to high deductibles and copays. Inpatient admissions grew
slightly by 0.6% in FY 2010 while outpatient visits declined by a
sizable 5.9% and outpatient surgeries declined by 7.0%. Through
the first four months of FY 2011, inpatient admissions are up a
favorable 2.8%. Outpatient visits and surgeries continued to trend
downward with 6.9% and 7.4% declines, respectively. Notably, CHVP
has experienced continued growth in cardiology business over the
past two years with a favorable 15% growth in open heart surgeries
in FY 2011 which has continued into FY 2011 due in part to the
establishment of an electrophysiology program and the recruitment
of interventional cardiologists.

CVHP is a major beneficiary of the state provider fee legislation.
It received $36.2 million of net proceeds under the initial phase
of the program (covering a 21-month period from April 1, 2009 to
Dec. 31, 2010). In May 2011, a second phase of the program was
approved, which is a six month extension covering the first half
of calendar year 2011 (from Jan. 1, 2011 to June 30, 2011). The
extension of the program is expected to result in an additional
$14 million in net proceeds for CHVP in FY 2011. A third phase has
been proposed and currently under deliberation in the state
legislature.

Despite weaker operating cash flow generation in FY 2010, Moody's
adjusted debt measures remain adequate to service a relatively low
debt load (measured by total debt -to-operating revenues of 21% in
FY 2010). Moody's adjusted maximum annual debt service coverage
(MADS) measured 2.81 times and adjusted debt-to-cash flow measured
4.66 times in FY 2010, improved from 4.0 times and 3.57 times,
respectively in FY 2009.

The California hospital fee program has favorably bolstered CVHP's
balance sheet. As of April 30, 2011, unrestricted cash increased
by a material 48% from FYE 2009 to $101.7 million, equating to
improved 99 days cash on hand and 124% cash-to-debt from $68.6
million (68 days cash on hand and 86% cash-to-debt) at FYE 2009
(Dec. 31) and $88.3 million at FYE 2010 (85 days cash on hand and
108% cash-to-debt). Moody's believes the improved cash position is
a positive credit factor driving the rating affirmation, however,
further deterioration in operating performance and any weakening
of debt coverage could pressure the rating. CVHP's investment
portfolio asset allocation is conservative and highly liquid with
unrestricted cash and investment nearly 80% invested in cash and
fixed income securities and the remaining 20% invested in equities
(individually held securities). All of CVHP's unrestricted cash
and investments can be liquidated within 30 days.

One of CVPH's significant challenges continues to be its future
capital needs due to accumulated deferred maintenance (measured by
a very high average age of plant of 18 years). Two of CVHP's three
hospital facilities (Citrus Valley Medical Center's 325-bed Queen
of the Valley Campus in West Covina and 193-bed Inter-Community
Campus in Covina) do not meet the SB1953 seismic standards. CVHP
is expecting to submit an application late this year or early next
year for an extension of the retrofit deadline to 2020 for
buildings that are subject to the compliance date of 2013. Over
the past several years, CVHP's capital spending ratio has averaged
slightly below or close to one times depreciation expense. Capital
spending is budgeted to be approximately $17.9 million in FY 2011
up from $12.2 million spent in FY 2010.

Additionally, CVHP is currently conducting a national search to
appoint a new chief financial officer before the retirement of the
current CFO of 10 ten years at the end of August 2011.
Outlook

The maintenance of the negative outlook reflects the sizable
downturn in operating performance in FY 2010 (excluding the impact
of the state hospital provider fee) that has continued through
four months of FY 2011, a deteriorating payor mix, outpatient
volume declines, and CVHP's significant future capital needs to
address deferred maintenance and seismic requirements.

WHAT COULD MAKE THE RATING GO - UP

Growth and stability of volume and revenues; improved operating
performance and ability to sustain improved levels for multiple
years; growth in unrestricted cash and investments; improved
liquidity and debt measures; identification of resources to
address capital needs; predictability and stability of funding
under the state provider fee legislation

WHAT COULD MAKE THE RATING GO - DOWN

Further deterioration of operating performance; decline in
liquidity; weakening of debt coverage and liquidity measures;
increase in debt without commensurate growth in operating cash
flow and cash; loss in market share due to competitive pressures;
cuts in reimbursement

KEY INDICATORS

Assumptions & Adjustments:

- Based on financial statements for Citrus Valley Health Partners,
  Inc. and Affiliates

- First number reflects audit year ended Dec. 31, 2009

- Second number reflects audit year ended Dec. 31, 2010;
  Adjusted to exclude $81.9 million state provider fee program
  revenues and $45.7 million of state provider fee expenses

- Investment returns smoothed at 6%

* Inpatient admissions: 30,832; 30,017

* Total operating revenues: $392.8 million; $392.7 million

* Moody's-adjusted net revenue available for debt service: $25.3
  million; $20.8 million

* Total debt outstanding: $79.4 million; $81.9 million

* Maximum annual debt service (MADS): $6.3 million; 7.4 million

* MADS Coverage with reported investment income: 4.50 times; 2.38
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 4.00 times; 2.81 times

* Debt-to-cash flow: 3.57 times; 4.66 times

* Days cash on hand: 68 days; 85 days

* Cash-to-debt: 86%; 108%

* Operating margin: 0.7%; -0.9%

* Operating cash flow margin: 5.4%; 3.9%

RATED DEBT (debt outstanding as of Dec. 31, 2010)

- Series 1998 Fixed Rate Certificates of Participation ($50
  million outstanding), insured by MBIA; rated Ba2

- Series 1998 Auction Rate Certificates of Participation ($25
  million outstanding), insured by MBIA; rated Ba2

CONTACT

Issuer: Lois Conyers, Senior Vice President & CFO, Citrus Valley
Health Partners, (626) 938-7595

The last rating action with respect to Citrus Valley Health
Partners was on May 28, 2010, when a municipal finance scale
rating of Ba2 was affirmed and the outlook remained negative.

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Not-for-Profit
Hospitals and Health Systems published in January 2008.


CONTESSA PREMIUM: Hearing on Real Property Sale Today
-----------------------------------------------------
Contessa Premium Seafood, Inc. will seek approval today, June 29,
of the sale of Contessa Enterprise assets.

Pursuant to the court approved bidding procedures, as modified, an
auction was scheduled yesterday for the assets.  Initial bids were
due June 24.

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Kelley
Drye & Warren LLP represents the Debtor in its restructuring
effort.  Craig A. Wolfe, Esq., at Kelley Drye & Warren LLP, and
Jeffrey W. Dulberg, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as the Debtor's local/
conflicts counsel counsel.  Scouler & Company, LLC, serves as
financial advisors.  Imperial Capital, LLC serves as investment
banker.  Holthouse Carlin & Van Trigt LLP serves as auditors and
accountants.  The Debtor scheduled $49,370,438 in total assets and
$35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP, and FTI
Consulting Inc. as serves as its financial consultants.


CONTESSA PREMIUM: Cash Collateral Use Has Sale Milestones
---------------------------------------------------------
On June 21, 2011, the U.S. Bankruptcy Court for the Central
District of California approved the stipulated second amendment to
stipulated final order authorizing Contessa Premium Foods,
Inc., to use cash collateral.

As stipulated in the second amendment, the Final Order is modified
as follows:

(a) the minimum equity cushion is reduced from 110% to 105%;

(b) certain "milestones" set forth in the Final Order are
     extended as follows:

     -- qualified bids must be submitted no later that June 24,
        2011, at 4:00 p.m. (prevailing Pacific time);

     -- auction to determine highest and best bid or bids for the
        sale of all or substantially all of the Debtor's assets
        will be held no later than June 28, 2011;

     -- court hearing to approve the sale of all or substantially
        all of the Debtor's assets must be held no later than
        June 29, 2011;

     -- order or orders approving the sale of all or substantially
        all of the Debtor's assets must be entered on or before
        June 30, 2011; and

     -- closing of a sale of all or substantially all of the
        Debtor's assets as approved by the Court must be completed
        on or before July 1, 2011; provided, however, that such
        date may be extended by not more than 14 calendar days
        without further order of the Court, subject to the written
        consent of each member of the Evaluation Committee.

In addition, pursuant to this stipulation, any existing defaults
resulting from the Debtor's breach of the "disbursement covenant"
contained in the Final Order for the weeks ending May 13, 2011,
May 20, 2011, and May 27, 2011, are waived in their entirety.

In consideration for the accommodation of the cash collateral
requests and waivers, and with the consent of the Committee, the
Debtor will pay a permanent principal paydown of $369,219.  The
payment will be promptly paid to the Secured Lender by the Secured
Lender debiting the Segregated Cash Collateral Account.  In
addition, the Debtor will be entitled to receive $322,810 (the
"Debtor Disbursement") from the Segregated Cash Collateral
Account.

The provisions of the Final Order providing for permanent
principal paydowns of 50% (of any Additional Borrowing Base
Shortfall to the Secured Lender from the Segregated Cash
Collateral Account) will be suspended, subject to Debtor
maintaining the Minimum Equity Cushion as revised in this amended
stipulation.

A copy of the stipulated second amendment to the stipulated Final
Order is available at:

  http://bankrupt.com/misc/contessa.2ndamendmenttofinalorder.pdf

As reported in the TCR on April 26, 2011, the Bankruptcy Court
entered, on April 14, 2011, its final order authorizing Contessa
Premium Foods, Inc., to use cash collateral of Wells Fargo Bank,
National Association, pursuant to a budget.

As of the Petition Date, the Debtor owes Wells Fargo Bank
$17,050,000, secured by the Debtor's property, including cash
generated by the property.

Judge Peter Carroll held that (i) unless specifically authorized
in writing by secured lender Wells Fargo Bank and the Committee of
Creditors, no cash collateral may be paid or transferred to any
non-debtor affiliate of the Debtor and (ii) for any week in the
Cash Collateral Budget, the amounts for each line item may vary so
long as, unless otherwise waived in writing by the Secured Lender
and the Committee, the actual expenditures paid in connection with
the Cash Collateral Budget beginning the week of April 8, 2011, do
not exceed 110% of the aggregate projected expenditures set forth
therein, measured on a rolling four-week basis.

In exchange for the use of cash collateral, Wells Fargo is granted
a valid, perfected and enforceable security interest in and upon
all of the assets of the Debtor in which in which it had a
security interest prior to the Petition Date and created after the
Petition Date.  Wells Fargo is also granted an administrative
claim to the extent of any diminution in the value of the
collateral, which will have priority in the Debtor's bankruptcy
case.  As additional adequate protection, the Debtor will pay
Wells Fargo cash payments of interest at the rate in effect as of
the Petition Date and at the times required under the Debtor's
prepetition credit agreement with Wells Fargo; and its
professional fees and expenses.

The Debtor's use of cash collateral will terminate after the
earliest to occur of (i) the effective date of any plan of
reorganization of the Debtor, (ii) July 15, 2011, (iii) the
closing date of a sale of all or substantially all of the
Collateral securing the claims and obligations of the Secured
Lender, and (iv) the date upon which any termination event, which
includes the Debtor's failure to comply with any of the terms or
provisions of the Final Cash Collateral, occurs.

                   About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-13454) on Jan. 26, 2011.  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, in New York, represents
the Debtor as counsel.  Jeffrey N. Pomerantz, Esq., and Jeffrey W.
Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, serve as conflicts counsel for the Debtor.  Scouler &
Company, LLC, serves as financial advisors.  Imperial Capital, LLC
serves as investment banker.  Holthouse Carlin & Van Trigt LLP
serves as auditors and accountants.  The Debtor scheduled
$49,370,438 in total assets and $35,305,907 in total liabilities.

The Official Committee of Unsecured Creditors in the Debtor's
Chapter 11 case is represented by Arent Fox LLP.  FTI Consulting
Inc. serves as its financial consultants.


CORDIA COMMUNICATIONS: Has Access to Cash Collateral Until Aug. 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, in a third interim basis, Cordia Communications Corp.,
et al., to use alleged cash collateral of Thermo Credit, LLC,
until Aug. 1, 2011.

As reported in the Troubled Company Reporter on May 20, the
Debtors would use the cash collateral to operate its business
pending a sale of their assets as a going concern conducted under
section 363 of the Bankruptcy Code.

The Debtors are authorized to utilize all proceeds of pre- and
post-petition receivables and customer payments received or
deposited into the Lockbox, Collections Accounts, and Contingency
Account.

The Lockbox, Collections Accounts and Contingency Account
controlled by Thermo contained $319,857 as of the Petition Date;
and as of April 29, the net amount advanced by Thermo under the
FSA was $1,975,583 (without application of $225,000 in the
Contingency Account).

Thermo and lockbox processor Klik Technologies Corp. are directed
to deliver to the Debtors, on a rolling basis, all customer
payments received or deposited into the Lockbox, Collections
Accounts or Contingency Accounts.

Thermo and Klik will provide the Debtors with daily reports
reflecting all transactions and activity occurring in the Lockbox,
Collections Accounts, or Contingency Account.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Thermo a replacement lien on
and in cash collateral, receivables, and other property, including
but not limited to all amounts contained in or payments received
or deposited into the Lockbox, Collections Accounts or Contingency
Account, owned, acquired or generated postpetition by the Debtors'
continued operations.  Thermo will also be afforded the priority
in payment.

A further hearing on the Debtors' request for cash collateral use
will be held on July 14, 2011 at 11:00 a.m.

                     About Cordia Communications

Cordia Corporation -- through its operating subsidiaries, Cordia
Communications Corp., CordiaIP Corp., My Tel Co, Inc., Northstar
Telecom, Inc., Cordia Prepaid Corp., and Cordia International
Corp. -- offers business, residential, and wholesale customers
local and long distance telecommunications services in more than
60 countries utilizing traditional wireline and Voice over
Internet Protocol -- VoIP -- technologies.  CCC currently holds
licenses to operate in 28 states throughout the contiguous United
States, and CCCVA is licensed in Virginia.

Winter Garden, Florida-based Cordia Communications Corp., along
with affilaites, filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 11-06493) on May 1, 2011.  The
Debtor estimated its assets and debts at $10 million to $50
million.   Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, serves as the Debtors' bankruptcy counsel.  Source
Capital Group, Inc., serves as investment banker.  Development
Specialists, Inc., is providing restructuring and management
services, including Joseph J. Luzinski as chief restructuring
officer.


CREATIVE MANAGEMENT: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Creative Management, LLC
        c/o Walter F. McArdle
        Spain & Gillon, LLC
        2117 Second Avenue North
        Birmingham, AL 35203

Bankruptcy Case No.: 11-31545

Chapter 11 Petition Date: June 21, 2011

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Walter F. McArdle, Esq.
                  SPAIN & GILLON, LLC
                  2117 Second Avenue North
                  Birmingham, AL 35203
                  Tel: (205) 328-4100
                  Fax: (205) 324-8866
                  E-mail: wfm@spain-gillon.com

Scheduled Assets: $6,921,487

Scheduled Debts: $4,887,119

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/almb11-31545.pdf

The petition was signed by Gursharan S. Phagura, managing member.


DALLAS STARS: Said to Be Preparing Bankruptcy to Push Sale
----------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Dallas Stars hockey club of the National Hockey
Leagure are reportedly preparing to file for Chapter 11 protection
to push through a sale to Vancouver businessman Tom Gaglardi.

Mr. Checker cited a report by Mike Heika at The Dallas Morning
News.  Mr. Heika said June 27 there is not much update on the
ownership issue, saying Mr. Gaglardi "has had his exclusive
negotiating window extended beyond 30 days and he could actually
be beyond 60 days right now in the negotiating process."

Mr. Heika reported that "Insiders say things are moving forward,
but that it is a tough negotiation -- in large part, because the
lenders are expert negotiators."

"Once Gaglardi's offer is approved by the lenders and the NHL, a
hearing in bankruptcy court can be scheduled.  Once a hearing in
bankruptcy court is scheduled, the process of selling the team
will take a huge step forward. In bankruptcy court, the judge will
open up the bidding process, everyone will know what Gaglardi's
bid is, and others will be able to bid above him," Mr. Heika
continued.


DELTA AIR: Fitch Affirms Rating on Class B Certificates at 'B'
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of all classes in the
following Delta Air Lines Enhanced Equipment Trust Certificate
transactions:

Delta Air Lines Pass Through Certificates, series 2001-1

   -- Class A-2 affirmed at 'BB'; Outlook Stable;

   -- Class B affirmed at 'B'; Outlook Stable.

Delta Air Lines European Enhanced Equipment Pass Through Trust
Certificates, series 2001-2

   -- Class B affirmed at 'BB-'; Outlook Stable.

Delta Air Lines Pass Through Certificates, series 2002-1

   -- Class C affirmed at 'B+'; Outlook Stable.

Delta Air Lines Pass Through Certificates, series 2007-1

   -- Class A affirmed at 'BBB-'; Outlook revised to Positive from
      Stable.

EETCs are hybrid corporate -- structured debt obligations in which
payment on the notes is effectively supported by the underlying
corporate entity, while structured elements of the transaction
provide protection to investors in the event of issuer default. As
such, Fitch's ratings on EETC transactions are strongly tied to
the Issuer Default Rating (IDR) of the issuing entity and
incorporate credit to the reduced probability of default (PD)
provided by the collateral and structural enhancements in place.
The analysis also incorporates a review of the recovery prospects
on the issued securities in the event that they default, similar
to Fitch's approach for assigning recovery credit to secured
corporate debt.

On June 21, 2011, Fitch affirmed Delta's IDR at 'B-' and revised
the Rating Outlook to Positive from Stable. Delta's IDR reflects
the airline's still highly leveraged capital structure, volatile
cash flow generation through the cycle, and exposure to sharp
increases in jet fuel costs against a backdrop of turmoil in world
energy markets in 2011. The carrier has made significant progress
toward lease-adjusted debt reduction over the past 18 months as
the U.S. airline industry revenue environment has strengthened.
Moving into this summer's peak demand period, the outlook for
passenger revenue per available seat mile (RASM) growth remains
good, and Fitch expects DAL to report solid passenger yield
growth, helping to offset significantly higher fuel costs during
the summer.

Within the 2001-1 transaction, the class A-2 notes were found to
have structural enhancements consistent with their current
ratings, leading to their affirmation. Although Fitch's EETC
surveillance criteria would suggest no rating uplift for the class
B notes over Delta's IDR of 'B-,' the notes were affirmed at one
notch over Delta's IDR due to the available liquidity facility and
collateral security. As both classes have final expected
distribution dates in Sept. 2011, their Outlook was maintained at
Stable despite the Positive Outlook on Delta's IDR as no upgrades
to the EETC notes are anticipated over the next 12 to 18 months.

Within 2001-2, the class B notes were found to have structural
enhancements consistent with their current ratings, leading to
their affirmation. As the class B notes have a final expected
distribution date in Dec. 2011, their Outlook was maintained at
Stable despite the Positive Outlook on Delta's IDR as no upgrades
to the EETC notes are anticipated over the next 12 to 18 months.

While current aircraft market values in 2002-1 exceed the class G
and C balances, resulting in loan to value ratios (LTVs) below
100%, a minor decline in those values would result in the class C
notes being moderately undercollateralized. As a result, Fitch
assumed that the class C notes' LTV% would reach just above 100%,
which under Fitch's EETC surveillance criteria is eligible for two
notches of rating uplift, leading to their affirmation. As the
class C notes have a final expected distribution date in Jan.
2012, their Outlook was maintained at Stable despite the Positive
Outlook on Delta's IDR as no upgrades to the EETC notes are
anticipated over the next 12-18 months.

For 2007-1, Fitch's analysis suggests that the LTV on the class A
notes is just above the threshold commensurate with a total of six
notches of rating uplift. However, under Fitch's depreciation
assumptions, the LTV is expected to decline as the notes amortize.
Furthermore, 2007-1 has a heavy concentration of in-demand next
generation Boeing 737 and 777 aircraft. As a result, Fitch awarded
a total of six notches of rating uplift, leading to the
affirmation of the class A notes. Furthermore, the Outlook was
revised to Positive, consistent with the Outlook on Delta's IDR.

Fitch will continue to monitor the transactions and take
appropriate rating actions as necessary.


DETROIT, MICHIGAN: Fitch Downgrades Rating on LTGOs to 'B+'
-----------------------------------------------------------
In the course of surveillance Fitch Ratings has taken these rating
actions on the city of Detroit:

   -- Approximately $453 million unlimited tax general obligation
      (ULTGO) bonds downgraded to 'BB-' from 'BB+';

   -- Approximately $486 million limited tax general obligation
      (LTGO) bonds downgraded to 'B+' from 'BB';

   -- Approximately $1.5 billion pension obligation certificates
      series 2005-A and 2006 A and B (Detroit Retirement Systems
      Funding Trust, MI) downgraded to 'BB-' from 'BB+'.

The Rating Outlook is Negative.

Rating Rationale:

   -- The downgrade is based on a lack of progress, despite
      concerted efforts, to address fiscal imbalances and the
      increasing challenges on an already highly stressed budget
      including revenue losses related to a weakened economy and
      population declines.

   -- The Negative Outlook reflects Fitch's belief that
      expectations for further weakening of the city's revenues
      and continued economic fragility, combined with the
      challenges of implementing additional spending reductions.

   -- Sizable budget imbalances, due in part to optimistic revenue
      projections, have resulted in a large accumulated general
      fund balance deficit, reduced only by the issuance of
      deficit reduction bonds.

   -- Economic indicators, including housing, wealth, and
      employment-related factors are chronically poor, and sources
      of economic analysis indicate limited expectation for
      improvement.

   -- Dependence on automobile manufacturing results in a
      sustained very high unemployment rate.

   -- The debt burden is exceptionally high, offset somewhat by a
      sizable amount of pension obligation bonds that result in
      well-funded pension plans.

   -- The timeliness of financial reporting has improved.

What Could Trigger a Downgrade?

   -- Management's inability to begin to make progress in reducing
      the accumulated deficit with ongoing measures;

   -- Inability to manage liquidity needs without reliance on
      market access for cash flow notes;

   -- Continued weakening of economic factors.

Security:

ULTGO bonds are supported by the city's unlimited property tax
pledge. LTGO bonds are a first budget obligation. Pension
certificates of participation are unconditional contractual
obligations of the city, not subject to appropriation. If the city
failed to make a COP debt service payment, the contract
administrator could file a lawsuit against the city to enforce the
obligation, and a court can compel the city to raise the payment
through the levy of taxes without limit as to rate or amount
pursuant to Michigan law.

Credit Summary:

As reflected in the 'BB-' ULTGO rating and Negative Outlook, Fitch
believes Detroit will continue to struggle economically and
financially as it has for the last several years. Economic
indicators continue to be exceptionally weak, including an
unemployment rate of 19.1% in April 2011, down from 23.2% in April
2010. While some job growth is evident in the year-over-year
figures for April, the improvement in the unemployment rate
resulted more from the 5.8% decline in the labor force than the
0.8% increase in resident employment. 2010 census data showed a
surprisingly large drop in population to 713,777, a 25% decline
from the 2000 census. The city administration is focused on
identifying blighted areas and consolidating residents into more
sustainable neighborhoods. Prospects for economic growth appear
minimal, although the manufacturing sector is showing some job
gains.

A sizable general fund operating deficit in fiscal 2009 added to
an already negative fund balance position led to a large
accumulated unreserved general fund deficit of $330 million, or a
very high 23.6% of spending. Fiscal 2010 would have ended with a
$71 million shortfall and an increased accumulated deficit were it
not for the issuance of $249 million in deficit bonds. The bonds
were designed to eliminate the accumulated deficit and the need
for annual short-term cash flow borrowing for the next several
years. However, operating results were more negative than
expected, due primarily to revenue shortfalls. The general fund
deficit for the year stood at $91.1 million, with an unreserved
balance of negative $155 million or 12.2% of spending.

City officials expect fiscal 2011 to end with another, although
smaller, operating deficit of $30-$33 million and an accumulated
unreserved fund balance deficit of up to $188 million. In recent
fiscal years, audited results have been quite a bit weaker than
projections indicated, so Fitch is concerned that results for
fiscal 2011 could follow the same trend.

As in fiscal 2011, the fiscal 2012 budget was adopted through a
city council override of the Mayor's veto. The council reduced
spending by $50 million beyond the Mayor's proposal, which
included a $5 million surplus; however, it appears at least
possible that the majority of the spending cuts will be restored
through a budget amendment. Fitch views this type of contention in
the budget process negatively.

The city should benefit from two recent changes in state
legislation. The first affects Detroit directly, preserving some
of its taxing powers despite its reduced population. The second is
statewide legislation that, if upheld under challenge, would
broaden the role of the emergency fiscal manager, a position which
Detroit does not currently. However, Fitch believes that severe
budget vulnerability for fiscal 2012 remains as tax revenue
projections are optimistic and labor reductions needed to achieve
balance have not yet been implemented.

The city has developed a five-year Deficit Elimination Plan (DEP)
which addresses projected increasing out-year budget gaps with a
combination of revenue initiatives, largely focused on improving
income tax collections, as well as spending reductions focused on
pension and medical costs. Fitch believes that the city is
realistically expecting improvement in its financial position to
be gradual but that some of the assumptions in the DEP are
optimistic and alternatives appear limited.

Liquidity needs had been addressed with annual cash flow
borrowing, which in March 2010 were replaced with a long-term
deficit financing totaling $249 million. While Fitch generally
views such financing as a credit negative, in this case it was
intended to relieve the uncertainty associated with dependence on
market access for notes each year. The borrowing also eliminated a
portion of the accumulated deficit. Fitch does not expect the city
to need to issue cash flow notes in the next few years; a further
weakening in cash position could put further pressure on the
rating.

Debt levels are exceptionally high as compared to Detroit's weak
market value of property; overall debt is over 18% of market
value. The debt burden is somewhat less dramatic relative to
population but still high at $6,397 per capita -- an increase from
prior figures due to the incorporation of the lower 2010 Census
population. Debt service comprised 16.8% of fiscal 2010 general
and debt service fund spending.

Concerns about the high debt load, while significant, are somewhat
tempered by the sound funding ratios for both of the city's
pension programs as a result of issuance of the pension obligation
certificates. However, the unfunded liability for other post-
employment benefits when last calculated (June 30, 2009) was about
the same size as overall debt. The city funds its OPEB obligation
on a pay-as-you-go basis, which equates to about one-half of the
annual required contribution on an actuarial basis. Agreements
with counterparties regarding interest rate swaps on the pension
obligation certificates have been modified to limit the city's
exposure to large near-term termination payments but continue to
present potential risks should a termination event occur.


DISCOUNT EXPRESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Discount Express, Inc.
        10000 Bailey Cove Road
        Huntsville, AL 35803

Bankruptcy Case No.: 11-82224

Chapter 11 Petition Date: June 24, 2011

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Debtor's Counsel: Tazewell Shepard, Esq.
                  TAZEWELL SHEPARD, P.C.
                  P.O. Box 19045
                  Huntsville, AL 35804
                  Tel: (256) 512-9924
                  E-mail: taze@tshepard.com

Scheduled Assets: $714,550

Scheduled Debts: $3,036,636

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/alnb11-82224.pdf

The petition was signed by Behjat Mary Saatchian, president.


DODDS ELLIOT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dodds Elliot Sossaman & Company, LLC
        11243 S. Sossaman Rd.
        Mesa, AZ 85212

Bankruptcy Case No.: 11-17786

Chapter 11 Petition Date: June 21, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Clint W. Smith, Esq.
                  CLINT W. SMITH PC
                  1423 S Higley Road, Suite 120
                  Mesa, AZ 85206
                  Tel: (480) 807-9300
                  Fax: (480) 275-5626
                  E-mail: cws@cwspclaw.com

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

Estimated Debts: $100,001 to $500,000

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

The petition was signed by Thomas M. Dodds, manager.


DOMTAR CORP: Moody's Raises Sr. Unsecured Debt Rating From 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded Domtar Corporation's senior
unsecured debt ratings to Baa3 from Ba2. In a related rating
action, Moody's withdrew the company's Ba1 corporate family
rating. The upgrade recognizes Domtar's improved debt structure
that is free of secured debt as well as the company's strong
credit protection metrics achieved through both debt reduction and
strong financial performance. Over the past 15 months, Domtar
repaid approximately $1 billion, or roughly 45%, of its adjusted
debt. Moody's estimates that Domtar's leverage (adjusted debt to
EBITDA) will remain below 2x during the following 12 to 18 months.
The rating outlook is stable.

RATINGS RATIONALE

Domtar's Baa3 senior unsecured rating primarily reflects the
company's significant position as the largest uncoated freesheet
producer in North America, its favorable cost position within the
industry and management's demonstrated commitment to prudent debt
management. The rating also reflects Domtar's good liquidity
position and expectations that strong operating results should
allow the company to maintain credit protection measures well in
line with its investment grade rating. The Baa3 rating anticipates
that the company will maintain conservative financial policies and
will not pressure its balance sheet or liquidity position with
excessive dividend payouts, share buy backs or acquisitions.
Primary credit challenges include the continuing secular decline
in demand in the North American uncoated freesheet market and the
uncertainty over Domtar's strategic initiatives to grow its
revenue base so as to counteract the decline in its core paper
business. The company is also exposed to the inherent volatility
of the paper and pulp industry and the likelihood that current
peak pricing for UFS and market pulp will eventually decline.

The company has very good liquidity. The company's new unsecured
$600 million committed credit facility which is undrawn and
matures in June 2015. The company also has about $600 million of
cash (as of March 2011) and full access to its $150 million
accounts receivable securitization program that matures November
2013. Moody's estimates free cash flow generation of over $300
million over the next year, with a significant portion of the
excess cash (beyond scheduled dividends) generated being directed
to shareholders through share buybacks. The company has no
significant debt maturities over the next 2 years and covenant
issues are not expected.

Upgrades:

   Issuer: Domtar Corporation

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
      from Ba2

Outlook Actions:

   Issuer: Domtar Corporation

   --Outlook, Changed To Stable From Positive

Withdrawals:

   Issuer: Domtar Corporation

   -- Probability of Default Rating, Withdrawn, previously rated
      Ba1

   -- Speculative Grade Liquidity Rating, Withdrawn, previously
      rated SGL-1

   -- Corporate Family Rating, Withdrawn, previously rated Ba1

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated Baa2, LGD2, 16 %

   -- Senior Secured Bank Credit Facility, Withdrawn, previously
      rated Baa2, LGD2, 16 %

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated 67 - LGD4, LGD4, 67 %

Domtar's stable outlook reflects Moody's expectation that the
uncoated freesheet sector will continue to reduce its supply base
to offset declining demand, allowing the company to maintain
strong credit protection measures for the its rating at this peak
price stage of the commodity cycle.

Domtar's rating would be considered for upgrade once the company
is no longer concentrated in North American UFS, which is in
secular decline, and once the company has made an acquisition to
obtain growth to offset such decline. Moody's would expect
continuation of strong credit metrics and liquidity at the same
time. The ratings could be downgraded if demand or prices fall
materially causing deterioration in the company's liquidity
profile or should Moody's expectations of normalized RCF/Debt drop
below 20% or if Debt to EBITDA exceeds 3x.

The principal methodology used in rating Domtar was the Global
Paper and Forest Products Industry Methodology, published
September 2009.

Headquartered in Montreal, Quebec, Domtar Corporation is the
largest producer of uncoated freesheet paper in North America and
the second largest in the world. The company also operates a paper
distribution business and sells market pulp.


EAGLES CREST: Combined Plan Hearing Scheduled for Aug. 1
--------------------------------------------------------
Eagles Crest Leasing Group 1, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Iowa on June 24, 2011, a
disclosure statement in support of its proposed Chapter 11 Plan of
Reorganization.

The combined hearing on approval of the disclosure statement and
confirmation of the Plan will be held on Aug. 1, 2011, at 1:30
p.m.

The Plan designates five (5) Classes of claims and one (1)
Interest Class.  In this case the Debtor believes that Classes 2,
3, 4, and 5 are impaired and that holders of Claims in each of
these Classes are therefore entitled to vote to accept or reject
the Plan.  The Debtor believes that Classes 1 and 6 are
unimpaired.

Pursuant to the Plan, Priority Non-Tax Claims in Class 1 and
Administrative Convenience Class Claims in Class 3 will be paid in
cash in full of the Effective Date of the Plan.

Bank of the West's Secured Claim in Class 2 will be paid in full
in regular monthly payments pursuant to the terms of a Modified
Promissory Note and Loan Documents.  Specific details were not
provided, except to say that the principal and interest repayments
will be calculated based on a 30-year amortization.

General Unsecured Creditors in Class 4 will be paid in full in 2
payments, 12 months and 18 months after the Effective Date of the
Plan.

Subordinated Unsecured Claims of Insiders in Class 5 will receive
no dividends.

Equity Interests in Class 6 will retain their interests in the
Debtor.

A copy of the Disclosure Statement is available at:

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

                        About Eagles Crest

Coralville, Iowa-based Eagles Crest Leasing Group 1, LLC, is a
single asset, single purpose Iowa limited liability company formed
to develop, construct, own, and operate a 167-unit residential
apartment complex since completion of construction.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Iowa Case
No. 10-06103) on Dec. 27, 2010.  Donald F. Neiman, Esq., and
Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave,
P.C., in Des Moines, Iowa, serve as the Debtor's bankruptcy
counsel.  The Debtor disclosed 12,778,480 in assets and 11,755,325
in  liabilities as of the Chapter 11 filing.

Habbo G. Fokkena, the U.S. Trustee for Region 12, was unable to
appoint a committee of unsecured creditors in the Debtor's case.


ECHO EXECUTIVE: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Echo Executive Park, LLC
        15230 North 75th Street
        Suite 1010
        Scottsdale, AZ 85260

Bankruptcy Case No.: 11-18166

Chapter 11 Petition Date: June 23, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Michael W. Carmel, Esq.
                  MICHAEL W. CARMEL, LTD.
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  E-mail: michael@mcarmellaw.com

Scheduled Assets: $6,724,158

Scheduled Debts: $6,003,236

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-18166.pdf

The petition was signed by Michael Brown, manager.


ENRON CORP: ING Wins Appeal in Commercial Paper Litigation
----------------------------------------------------------
In a case that continues to be closely followed by financial
institutions and the securities markets, Bingham, led by partners
Sabin Willett, Hal Horwich and Mark Elliott, on June 28 won a
further appeal for client ING in the Enron commercial paper
litigation, when the U.S. Court of Appeals for the Second Circuit
affirmed the ruling below of the U.S. District Court for the
Southern District of New York, which had previously directed
judgment in favor of two ING funds.  The latest decision is Enron
Creditors Recovery Corp. v. ALFA, S.A.B. de C.V., ING VP Balanced
Portfolio, Inc., and ING VP Bond Portfolio, Inc.  The decision
affirms an important ruling concerning the immunity from later
bankruptcy attack of securities settlements made with distressed
borrowers on clearing houses such as the Depository Trust
Corporation.

In 2003, Enron brought approximately $49 million in preference
claims against the two ING funds as part of a $1.2 billion suit
brought against more than 100 financial institutions who, in
October 2001, had sold holdings of Enron commercial paper prior to
its maturity and during the preference period.  The trades had
settled on the DTC's same-day settlement system.  Following a
series of adverse rulings in the bankruptcy court, almost all
other defendants settled, leaving only the ING funds and one
remaining defendant.  When the bankruptcy court then denied their
motion for summary judgment, the defendants sought an
interlocutory ruling.  In 2009, the Southern District of New York
reversed and directed the bankruptcy court to enter summary
judgment for the defendants.  Enron then appealed that decision,
and oral arguments were held at the Second Circuit in the Fall of
2010, with Mr. Willett arguing on behalf of the ING funds.

Prior to this series of decisions, there were few decisions within
the Second Circuit or the Southern District of New York as to the
scope of the "safe harbor" under Bankruptcy Code section 546e for
the millions of "settlement payments" that settle on New York's
clearing houses each day, and so the new decision provides much-
needed guidance.

Messrs. Willett, Horwich and Elliott were assisted by partner
Josh Dorchak and associate Eric Heining.

                        About Enron Corp.

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

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

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

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


EPICEPT CORP: Proposal to Effect Reverse Stock Split Approved
-------------------------------------------------------------
EpiCept Corporation held its Reconvened Annual Meeting of
Stockholders on June 27, 2011.  Stockholders voted to approve a
proposal to give the Company's Board of Directors the ability to
effect a reverse stock split of its outstanding common stock at a
ratio in the range of one for two (1:2) to one for six (1:6), to
be determined at the discretion of the Company's Board of
Directors.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company reported a net loss of $15.54 million on $994,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $38.81 million on $414,000 of revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$12.35 million in total assets, $18.37 million in total
liabilities, and a $6.02 million total stockholders' deficit.

The Company's recurring losses from operations and the Company's
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern and, as a result, the Company's
independent registered public accounting firm, Deloitte & Touche
LLP, in Parsippany, New Jersey, included an explanatory paragraph
in its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2010, which was included in our Annual
Report on Form 10-K, with respect to this uncertainty.


EXTENDED STAY: No Disbursements for February to May
---------------------------------------------------
Joseph Teichman, secretary and general counsel of Extended Stay
Inc., filed separate monthly declarations with the Bankruptcy
Court disclosing the disbursements made by the company within the
period from February to May 2011.

Extended Stay didn't make any disbursements in the months of
February, March and May 2011, according to Mr. Teichman.

The company made two disbursements in April 2011, which refer to
payments to Weil Gotshal & Manges LLP for legal services and to
the U.S. Trustee's office for ESI's Chapter 11 quarterly fees.
Weil Gotshal received $5,377 while the U.S. Trustee's office
received $325, according to Mr. Teichman.

Mr. Teichman filed the declarations in lieu of ESI's monthly
operating report for the respective periods, and in compliance
with an agreement between the U.S. Trustee and Weil Gotshal
Manges LLP, under which the company won't be required to file the
report if it has not made any disbursement during the reporting
period.

ESI is not part of the restructuring plan that was confirmed by
the Court and thus, is still required to continue to file a
monthly operating report.

ESI's 74 affiliated debtors, which were reorganized pursuant to a
confirmed restructuring plan, have been required to file
operating reports on a quarterly basis after the restructuring
plan took effect on Oct. 8, 2010.

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Creditors' Trust to Get Docs. Collected by Examiner
------------------------------------------------------------------
Extended Stay Inc. entered into an agreement with the court-
appointed examiner and a trust for the company's creditors for a
turnover of certain documents collected during the examiner's
investigation into the company's bankruptcy.

The documents include those received by the examiner from his
financial adviser, Alvarez & Marsal Dispute Analysis and Forensic
Services LLC.

Pursuant to the agreement, copies of certain documents received
from Alvarez & Marsal will be provided to the trust, which is
administered by Hobart Truesdell.  The agreement, which is
subject to court approval, prohibits the trust from using the
documents in any future litigation unless there is prior written
agreement from the examiner and his professionals.

A full-text copy of the Document Turnover Agreement is available
without charge at:

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

                       About Extended Stay

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

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

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

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


EXTENDED STAY: Starwood Dismisses Appeal on Reimbursement Order
---------------------------------------------------------------
Starwood ESH LLC inked an agreement with CWCapital Asset
Management LLC to dismiss its appeal for the reconsideration of a
bankruptcy court ruling denying the proposed payment of its fees
and expenses.

Starwood, together with other investors, filed an appeal before
the U.S. District Court for the Southern District of New York to
reverse an order handed down by Bankruptcy Judge James Peck,
denying Extended Stay Inc.'s motion to pay the Starwood-led
investment group as much as $7,629,504, for fees and expenses the
group incurred in formulating a bid to sponsor a restructuring
plan for the company.

The Starwood-CWCapital agreement has already been approved by the
District Court.

                       About Extended Stay

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

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

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

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


FIRST FEDERAL: Completes $8.7 Million Common Stock Offering
-----------------------------------------------------------
First Federal Bancshares of Arkansas, Inc., announced that its
common stock rights offering, which expired at 5:00 p.m., Eastern
time, on June 21, 2011, is fully subscribed based on preliminary
results.  Pursuant to the Rights Offering, the Company will issue
approximately 2,908,071 shares of its common stock, the maximum
number of shares available for issuance in the Rights Offering.
The total gross proceeds to the Company from the Rights Offering
will be approximately $8.7 million.

Rights were exercised at $3.00 per share, the same price per share
paid by Bear State Financial Holdings, LLC, who purchased
15,425,262 shares of the Company's common stock in a private
placement offering that occurred on May 3, 2011.  Because the
Rights Offering is fully subscribed based on preliminary results,
Bear State will not be required to backstop the Rights Offering by
purchasing any unsubscribed shares from the Company in a second
private placement.  The Company plans to use the proceeds of the
Rights Offering to make capital contributions to the Bank and for
other general corporate purposes.

             About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH) --
http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

The Company reported a net loss of $4.03 million on $29.82 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $45.49 million on $36.04 million in
total interest income during the prior year.

The Company's balance sheet at March 31, 2011, showed $577.67
million in total assets, $542.88 million in total liabilities and
$34.79 million in total stockholders' equity.

BKD, LLP expressed substantial doubt about the bank holding
company's ability to continue as a going concern.  The accounting
firm noted that the Company has experienced significant losses in
recent years and has significant levels of nonperforming assets.
Furthermore, the Company has entered into a written agreement with
the Office of Thrift Supervision which requires the Company to
meet certain capital requirements by Dec. 31, 2010, which were not
met.


FIRST INDUSTRIAL: Fitch Upgrades Issuer Default Rating to 'BB'
--------------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of First Industrial
Realty Trust, Inc. and its operating partnership, First
Industrial, L.P. (collectively, First Industrial or the company):

First Industrial Realty Trust, Inc.

   -- Issuer Default Rating (IDR) to 'BB' from 'B+';

   -- Preferred stock to 'B+' from 'B-/RR5'.

First Industrial, L.P.

   -- IDR to 'BB' from 'B+';

   -- $400 million unsecured credit facility (including a $200
      million unsecured term loan and $200 million unsecured
      revolving credit facility) to 'BB' from 'BB/RR1';

   -- $757.6 million senior unsecured notes to 'BB' from
      'BB-/RR3';

   -- $128.9 million senior unsecured exchangeable notes to 'BB'
      from 'BB-/RR3'.

The Rating Outlook is Stable.

The upgrade of First Industrial's IDR to 'BB' from 'B+' reflects
the industrial REIT's improved long-term credit profile, including
a reduction in net debt to recurring operating EBITDA via recent
de-levering equity raises, an improved liquidity position, and
management's continued focus on improving the overall quality of
the portfolio via non-core asset sales. The two-notch upgrade also
takes into account credit concerns including a fixed charge
coverage ratio that is expected to be consistent with the 'BB'
rating category and weaker portfolio performance relative to other
industrial REITs. Although the company's unencumbered property
pool provides contingent liquidity, the size of the unencumbered
pool continues to decrease due to recent secured debt incurrence,
making bondholders increasingly structurally subordinated and
potentially limiting financial flexibility over the longer term.

As of March 31, 2011, First Industrial's net debt to recurring
operating EBITDA ratio was 7.7 times (x), compared with 8.3x and
8.8x as of Dec. 31, 2010 and Dec. 31, 2009, respectively.
Improvements stem from the company's reduction in debt via
retained cash flow as well as a March 2011 common stock offering
at $11.30 per share for net proceeds of approximately $100
million. The company priced another common stock offering on June
1, 2011 at $12.01 per share for net proceeds of approximately $100
million, thereby further reducing leverage on a pro forma basis to
approximately 7.5x. Over the next 12-to-24 months, Fitch
anticipates that leverage will remain in a range from 7.0x to
7.5x, which is solid for a 'BB' rating, principally due to further
reductions in amounts outstanding under the company's credit
facility via retained cash flow. Moreover, the company has an
adequate risk-adjusted capitalization for the 'BB' rating
category, with a risk-adjusted capital ratio of 1.3x as of March
31, 2011 and 1.4x pro forma for the recent common stock offering.
In a more adverse case than currently anticipated by Fitch in
which the company does not continue to utilize retained cash flow
to repay debt, net debt to recurring operating EBITDA could
sustain above 8.0x, which could result in negative rating
momentum.

Recent capital raises have substantially improved First
Industrial's near-term liquidity profile. As of March 31, 2011 and
pro forma for recent transactions, the company's sources of
liquidity divided by uses of liquidity result in a liquidity
coverage ratio of 1.5x through Dec. 31, 2012. Sources of liquidity
include unrestricted cash, availability under the company's
unsecured credit facility pro forma for the $178.3 million secured
debt financing in May 2011, $100 million common stock offering in
June 2011, additional debt reductions, and the assumption of debt
via a joint venture property acquisition, as well as projected
retained cash flows after dividends. Uses of liquidity include
debt maturities and projected recurring capital expenditures.
Liquidity coverage would be 1.4x if the company recasts its
unsecured credit facility for total borrowing capacity of $350
million and if 80% of upcoming secured debt is refinanced.

Fitch has a favorable view towards First Industrial's management
team's continued focus on improving the overall quality of the
portfolio via non-core asset sales. For example, First Industrial
sold 13 properties at an in-place capitalization rate of 8.1% in
1Q2011 and 4 properties at an in-place capitalization rate of 7.8%
in 2Q2011, generating total net proceeds of $31 million. At the
same time, the company has pursued new investment opportunities
including the acquisition of the company's net lease joint venture
partner's 85% equity interest in a distribution center in Houston,
TX.

The company's fixed charge coverage ratio (recurring operating
EBITDA less recurring capital expenditures and straight-line rent
adjustments divided by total interest incurred and preferred
dividends) was 1.3x for the trailing twelve months ended March 31,
2011 compared with 1.2x in both 2010 and 2009. The modest
improvement stems from a reduction in interest expense due to debt
reduction despite an increase weighted average cost of debt
capital and declining same-property NOI.

Same-store NOI declined by 0.9% in 1Q2011 after declining by 2.7%
in 2010 and 3.5% in 2009 because of a combination of occupancy
declines and rent roll downs. Portfolio occupancy reached a trough
of 81.4% in 1Q2010 and increased to 84.7% in 1Q2011. Fitch
projects that over the next 12-to-24 months, fixed charge coverage
will approach 1.5x, driven by reduced interest expense stemming
from the de-levering equity raises and flat same-store NOI in
2011, followed by low single-digit same-store NOI growth in 2012
as occupancy continues to recover. In a more adverse case than
contemplated by Fitch that would result in sustained declines in
same-store NOI, fixed charge coverage could sustain below 1.3x,
which could result in negative rating momentum.

During the recent cycle, First Industrial's portfolio has
underperformed a selected group of industrial REIT peers from a
same-store NOI standpoint, and occupancy remains below industrial
averages according to Property & Portfolio Research, Inc. (PPR).
Rents also remain under pressure, with same-store average rent PSF
of $4.16 in 1Q2011 compared with $4.51 in 1Q2010 and $4.47 in
1Q2009. Rent roll downs on new leases over the prior rate were
negative 10% cash-on-cash in 1Q2011, compared with negative 17% in
4Q2010, and though roll down declines are moderating, Fitch
expects continued roll downs over the near term, which should be
offset by occupancy gains.

The company benefits from a broad tenant roster and geographically
diversified portfolio that limit individual customer credit risk
and market concentration. As of March 31, 2011, top tenants were
Adesa at 2.3% of total rent, Ozburn-Hessey Logistics at 1.9%, and
the U.S. Government's General Services Administration at 1.3%. Top
markets are Minneapolis/St. Paul at 7.5% of total portfolio rental
income, Detroit at 7.3%, and Chicago at 7.1%. These markets
recently outperformed the broader U.S. warehouse markets in terms
of NOI growth and vacancy rates were generally lower in these
markets than in the broader U.S. warehouse markets, although 2010
NOI growth was negative in these markets.

The portfolio was 74.9% unencumbered as of March 31, 2011 and 67%
unencumbered pro forma for the $178.3 million secured debt
financing in May 2011, retirement of $27 million of mortgages in
April 2011, and recent assumption of mortgage debt related to FR's
joint venture property acquisition. The portfolio was 73.2% and
78.7% unencumbered as of Dec. 31, 2010 and Dec. 31, 2009,
respectively, and prior to 2009, over 95% of the portfolio was
unencumbered. The reduced size of the unencumbered pool has
rendered bondholders increasingly structurally subordinated;
secured debt to undepreciated book assets was 14.0% as of March
31, 2011, compared with 14.9% and 10.6% as of Dec. 31, 2010 and
Dec. 31, 2009, respectively. That being said, unencumbered asset
coverage of unsecured debt (based on unencumbered NOI divided by a
capitalization rate of 8.5%) was 1.6x as of March 31, 2011 and
1.8x pro forma for post-March 31, 2011 transactions, which is good
for a 'BB' IDR and provides moderate financial flexibility over
the longer term.

The covenants under the company's credit facility do not currently
limit First Industrial's financial flexibility and are not
expected to limit flexibility when they become more restrictive in
4Q2011. At that time, the leverage test (total debt divided by
total assets valued at a capitalization rate of 8.25%) decreases
to 60% from 65%, the unencumbered asset coverage test increases to
1.6x from 1.3x, and the unencumbered debt service coverage test
increases to 1.45x from 1.3x. The company also adheres to a fixed
charge coverage covenant minimum of 1.2x among other covenants. In
1Q2011 per these covenants, leverage was 55.7%, unencumbered asset
coverage was 1.77x, unencumbered debt service coverage was 1.92x
and fixed charge coverage was 1.55x, all of which will improve pro
forma for the June common stock offering.

The Stable Outlook reflects Fitch's view that absent further de-
levering equity offerings over the next 12-to-24 months, First
Industrial's leverage will remain between 7.0x and 7.5x, which is
solid for a 'BB' rating, fixed charge coverage will approach 1.5x,
which is appropriate for a 'BB' rating, unencumbered asset
coverage of unsecured debt will remain approximately 1.8x, and
liquidity coverage will remain above 1.0x.

The two-notch difference between First Industrial's IDR and
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BB'. Based on Fitch Research on
'Equity Credit for Hybrids and Other Capital Securities,' dated
Dec. 29, 2009, First Industrial's preferred stock is 75% equity-
like and 25% debt-like since it is perpetual and has no covenants
but has a cumulative deferral option.

The following factors may result in positive momentum on the
ratings and/or outlook:

   -- Sustained positive trends in occupancy and same-store NOI;

   -- Fixed charge coverage sustaining above 1.5x (coverage was
1.3x for the trailing twelve months ended March 31, 2011);

   -- Growth in the unencumbered asset pool while maintaining an
unencumbered asset coverage ratio (based on capitalizing
unencumbered NOI at a rate of 8.5%) of between 1.5x and 2.0x.

The following factors may result in negative momentum on the
ratings and/or outlook:

   -- Fixed charge coverage sustaining below 1.3x;

   -- Net debt to recurring EBITDA sustaining above 8.0x;

   -- A sustained liquidity coverage ratio of below 1.0x.

Organized on Aug. 10, 1993, First Industrial is a REIT
headquartered in Chicago that owns, manages, acquires, sells,
develops, and redevelops industrial real estate. As of March 31,
2011, FR had $3.4 billion in gross book assets, a total market
capitalization of $2.9 billion, and an equity market
capitalization of $1.3 billion. As of March 31, 2011, First
Industrial owned 762 industrial properties located in 27 states in
the United States and one province in Canada, containing an
aggregate of approximately 67.9 million square feet of gross
leasable area.


FLORIDA EXTRUDERS: Benada Acquires Assets of Debtor and BAF
-----------------------------------------------------------
Benada Aluminum Products, LLC has acquired from bankruptcy the
assets of Florida Extruders International Inc. and simultaneously,
the assets of Benada Aluminum of Florida Inc.  Both FEI and BAF
are well-established aluminum product firms in Florida.  Benada is
a newly formed entity owned indirectly by FTL Capital LLC, a St.
Louis, Missouri based private equity firm and BAF of Miami,
Florida.  BAF is owned by Monte Friedkin, who has been in the
aluminum products business for more than 50 years.

"We are very excited for the potential to increase market share
and reduce costs by combining the assets and operations of FEI and
BAF"

"We are very excited for the potential to increase market share
and reduce costs by combining the assets and operations of FEI and
BAF," said Monte Friedkin, who became President and CEO of Benada.
"Our extensive industry experience coupled with FTL Capital's
resources and its financial and strategic leadership, provides
Benada with a solid foundation for profitable growth in the
future," added Friedkin.

"By acquiring the assets of FEI at an attractive price and
combining these with the assets and operations of BAF under
Monte's superb leadership, Benada becomes an exciting platform on
which to build a highly successful aluminum products company,"
said Paul D. Melnuk, Chairman of Benada and a principal of FTL
Capital.  "FEI has established an excellent reputation for product
quality and BAF has distinguished itself as a customer focused
supplier.  These attributes are the cornerstone of our strategy to
build this business while leveraging the many opportunities for
productivity improvement through increased asset utilization,
improved efficiency and other cost saving initiatives," added
Melnuk.

                       About FTL Capital

A St. Louis-based private equity investment and management company
formed in 2001 to invest capital of its Principals, Thomas J.
Hillman and Paul D. Melnuk.  FTL aims to achieve significant
returns through investments in middle-market companies that will
benefit from additional capital and the operational expertise it
brings to solving the business problems of portfolio companies.
FTL prefers to work with existing management but will bring new
management as circumstances require.

FTL focuses its expertise on helping businesses grow profitably
over the long term. Underlying that focus are professional skill
sets and tested experience deeply rooted in the acquisition,
funding, building, restructuring, and monetizing of businesses
large and small.

                      About Florida Extruders

Headquartered in Sanford, Florida, Florida Extruders
International, Inc. -- http://www.floridaextruders.com/-- was
formed in 1989 and is a low cost, vertically integrated aluminum
extruder, window, sliding glass door, and patio screen door
manufacturer, and building products distributor.  It filed a bare-
bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-07761) on
April 25, 2011.  The case has been assigned to Judge K. Rodney
May.  Christopher C. Todd, Esq., at McIntyre, Panzarella,
Thanasides, serves as the Debtor's counsel.

The secured lender Wells Fargo Bank NA, owed $13.2 million,
offered financing for the Chapter 11 case.

Florida Extruders International Inc. was sold at an open-outcry
auction for $11.8 million to Benada Aluminum Products LLC.  The
auction drove up the price tag for the business by more than
$3 million.  A bankruptcy judge has approved the sale.


FRONTIER COMMUNICATIONS: Moody's Affirms 'Ba2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
and Probability of Default Rating of Frontier Communications, Inc.
as the Company continues to integrate operations acquired from
Verizon in July 2010. Also affirmed were Frontier's Ba2 senior
unsecured ratings and the (P)Ba2 rating of the Company's shelf
program. In addition, the company's Speculative Grade Liquidity
rating was raised to SGL-1 from SGL-2. The ratings outlook remains
stable.

RATINGS RATIONALE

The affirmation reflects Moody's view that Frontier's credit
profile remains within the Ba2 parameters established by the
rating agency, although the Company's progress in materially
improving its credit metrics to be in line with investment grade
ratings is tracking behind expectations. Although Frontier is
likely to achieve stated cost reduction targets, revenue losses in
the acquired Verizon properties, particularly driven by greater
than anticipated access line declines and pressure on ARPU weigh
on the performance. Moody's believes that it will take roughly one
year for Frontier to see a significant improvement in the
residential access line and revenue trends, as it will benefit
from the network upgrades in the acquired markets, which Moody's
expects to last into 2013. However, the turnaround on the
commercial side is expected to bear fruit sooner, as management is
devoting greater attention than in the past to that segment.

The Ba2 Corporate Family Rating largely reflects the integration
risk and the turnaround challenge the Company continues to face in
assuming the much larger Verizon operations as the downward
pressure on wireline revenue and cash flow weighs on the ratings.
At the same time, the ratings benefit from the predictability of
the Company's cash flow generation and management's stated
commitment to delever its balance sheet and drive credit metrics
towards investment grade levels. Moody's also notes that Frontier
continues to generate positive free cash flow, and adjusted debt
to EBITDA leverage is expected to remain below 3.5x over the next
year.

Although Frontier's estimated $250 million of integration costs
are reasonable considering the size of the acquired Verizon
properties, the bigger complexities in telecom mergers usually
involve information system conversions and billing migration.
Moody's notes that the Company has successfully migrated the West
Virginia operations onto its own IT platforms last year, and will
follow a staged path to convert the remaining twelve states over
the next 18 months. While the Company successfully navigated past
the major risk of a failed operating systems transition, the
Company's current cost structure still reflects a handful of
redundant operations and systems.

Moody's expects that, absent a turnaround in the revenue
trendline, the Company should reach a run-rate EBITDA of
approximately $2.5 billion on an adjusted basis, helped by an
additional $200 million in cost savings by 2012. Frontier's
adjusted EBITDA margins of 47% on an LTM basis at 3/31/2011, are
well below the Company's historic mid 50% margins, indicating
further room for margin expansion.

Moody's has raised Frontier's Speculative Grade Liquidity rating
to SGL-1, indicating very good liquidity over the coming twelve
months. Despite continued execution risks, Moody's believes that
the Company has sufficient cushion in its cash balances and enough
discretion in capital expenditures to justify a strong liquidity
outlook over the next 12 months. The key liquidity sources taken
into consideration include: Frontier's $359 million in cash on
hand; a $750 million revolving credit facility maturing in 2014;
and expected positive free cash flows through the end of 2011.
Moody's notes that free cash flow may be strained in 2012, if the
company is unable to reverse the revenue declines in the acquired
properties and possible increases in tax charges, but Moody's
expects the Company to fund all future cash requirements from cash
on hand or committed sources of liquidity.

What Could Change the Rating - Up

Positive rating momentum could develop if Frontier's financial
profile strengthens driven by the success in integrating the
acquired Verizon properties, evidenced by margin expansion and
topline improvement. Moody's could upgrade Frontier's rating if
the Company's leverage (total adjusted debt-to-EBITDA) could be
sustained under 3.0x and its free cash flow increases to mid
single digit percentage of its total debt.

What Could Change the Rating - Down

Negative rating pressure could develop if Frontier's integration
of the acquired properties adversely affects its operating
performance, resulting in a weakened competitive position,
evidenced by a rapid acceleration in access-line losses, or if the
Company's liquidity becomes strained as a result of significant
delays in realizing merger synergies.

The rating could also come under pressure if persistent
underperformance results in weakened credit metrics, such that
leverage cannot be sustained under 3.5x (Moody's adjusted) and
free cash flow deteriorates to the low single-digits range
(relative to total debt).

The principal methodology used in rating Frontier was the Global
Telecommunications Industry Methodology, published December 2010.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.


GARDENS OF GRAPEVINE: Sues BB&T, et al. to Protect R. Palmeiro
--------------------------------------------------------------
The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine Development GP, LLC, commenced an adversary proceeding
in the U.S. Bankruptcy Court for the Northern District of Texas
against Branch Banking and Trust Company, successor-in-interest to
Colonial Bank by acquisition from the FDIC as receiver for
Colonial Bank, Amegy Bank National Association, and Compass Bank.

GOG currently owns in excess of 192 acres of undeveloped land in
Tarrant and Dallas Counties in Texas, which was appraised as
having a fair market value of $53,250,000 on October 8, 2010.
Pursuant to prepetition agreements executed between the members of
GOG's general partner, GOG GP, the sole manager of GOG GP is
Rafael Palmeiro, who is not personally a debtor in any bankruptcy
case.  The Defendants in the adversary proceeding consist of
financial institutions with whom GOG and Mr. Palmeiro have
conducted business, and, as a result, money is owed by GOG and Mr.
Palmeiro to each of these entities.  Prepetition, litigation was
filed by both Compass and Amegy, which litigation was ultimately
reduced to agreed judgments.

The dispute with BB&T arises out of two loans, which matured in
February 2011, issued to GOG by Colonial Bank in the original
principal amounts of $17,550,000 and $1,527,500.  Both loans are
secured by a first deed of trust on the 192 acres of undeveloped
real property owned by GOG.  After BB&T acquired Colonial's
assets, BB&T posted the Property for foreclosure.  The outstanding
principal balances at the time the loans matured were $17,050,000
and $1,527,500.

Upon commencement of GOG's bankruptcy case, any act against GOG
with respect to any claim incident to the Prepetition
Litigation/Disputes was stayed pursuant to the automatic stay of
Section 362(a) of the Bankruptcy Code, Frank Jennings Wright,
Esq., at Wright Ginsberg Brusilow P.C., in Dallas, Texas --
fwright@wgblawfirm.com -- relates.  However, Mr. Wright notes, any
action to commence or prosecute litigation against Mr. Palmeiro
personally, or take action against him or his assets in connection
with the Prepetition Litigation/Disputes, is not similarly stayed.

The Debtors believe that the case presents the admittedly "unusual
circumstances" where a stay of litigation and collection efforts
against a non-debtor party -- Mr. Palmeiro -- should be imposed by
the Court as essential to the reorganization of the Debtors.  Mr.
Wright contends that Mr. Palmeiro is irreplacable to the
reorganization effort of the Debtors for he is the sole driving
force behind the Debtors' efforts to reorganize.

At present, Compass and Amegy hold judgments against Mr. Palmeiro,
which could result in collection efforts against his personal
assets at any time, and the threat of litigation being commenced
by BB&T on his guaranty of GOG's debt is both real and imminent,
Mr. Wright argues.  Accordingly, the Debtors ask the Court, after
notice and an expedited hearing, to enter:

   (a) an initial temporary injunction pursuant to Section 105(a)
       of the Bankruptcy Code through and including the later of
       a trial on the merits of the Complaint, or further Court
       order; and then

   (b) a further temporary injunction through the earlier of the
       effective date of a plan of reorganization confirmed for
       the Debtors, or the closing date of a sale of all or
       substantially all of GOG's assets, or 120 days enjoining
       any action by any of the Defendants to proceed in the
       Prepetition Litigation/Disputes, to commence or continue
       any other judicial, administrative or other action or
       proceeding against Mr. Palmeiro and his assets, that was
       or could have been commenced prepetition, or to enforce
       any judgment or decree obtained therein.

                   About Gardens of Grapevine

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


GARDENS OF GRAPEVINE: Taps Parkway Realtors as Real Estate Broker
-----------------------------------------------------------------
The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine Development GP, LLC, seek authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Parkway Realtors, Inc., as their real estate broker, pursuant to
the terms of the Exclusive Listing Agreement dated Oct. 15, 2010,
as amended, between GOG and PRI.  The Debtors tell the Court that
they seek to continue the engagement of PRI because of PRI's
familiarity with GOG's primary asset consisting of 192 acres of
undeveloped land located in Grapevine, Texas, in both Dallas and
Tarrant County.

PRI will be paid for its real estate services based upon the terms
as set forth in the Listing Agreement, which provides for a sales
commission payment of 6% of the gross sales price upon the sale of
the Property.  Compensation to PRI will, upon the successful
completion of a sale, be based strictly on the terms as set forth
in the Listing Agreement, and no further fee application will be
submitted to the Court for approval.  Compensation to PRI will
only be paid from the proceeds of a sale of the Property.

Sherwood Blount, president of PRI, attests that PRI is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Gardens of Grapevine

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


GARDENS OF GRAPEVINE: Taps Wright Ginsberg to Represent Case
------------------------------------------------------------
The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine Development GP, LLC, seek permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Wright Ginsberg Brusilow P.C. as their counsel.

As counsel, WGB will:

   -- render legal advice with respect to the powers and duties
      of a debtor in Chapter 11;

   -- negotiate, prepare and file a plan of reorganization and
      disclosure statement and otherwise promote the financial
      rehabilitation of the Debtors;

   -- take all necessary action to protect and preserve the
      bankruptcy estates, including the prosecution of actions on
      the Debtors' behalf; and

   -- render legal advice and perform general legal services.

WGB will be paid for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates as in
effect on the date services are rendered.  The primary attorneys,
who will represent the Debtors and their standard hourly rates
are:

       Professional             Rate
       ------------             ----
       Frank J. Wright          $650
       Paul B. Geilich          $525
       Ashley Ellis             $475
       Gogi Malik               $475
       David E. Brusilow        $385
       David B. Koch            $325
       Erin C. McGee            $250

Other attorneys and support staff may provide services to the
Debtors in connection with the bankruptcy proceeding, within these
ranges:

       Partners/Attorneys of counsel   $325 to $750
       Associates                      $150 to $500
       Paralegals                      $100 to $150

WGB will also be reimbursed for all expenses actually incurred on
behalf of the Debtors, consistent with its normal practices.  WGB
received a retainer of $100,000 from Rafael Palmeiro, the Manager
of GOG-GP, which was applied to filing and legal fees incurred in
connection with preparing and filing the Debtors' petitions.  WGB
holds the balance as a retainer in the case.  WGB's future source
of payment will be the retainer, sales of property and funding by
the Manager of GOG-GP.

Frank J. Wright, Esq., a WGB shareholder, assures the Court that
neither WGB, nor any of its associates, shareholders, or other
members, has an interest materially adverse to the interest of the
estate or of any class of creditors as specified in Section
101(14)(B) or (C), of the Bankruptcy Code, or for any other
reason.

The application to employ WGB is subsequently amended to revise
the certificate of service.

                   About Gardens of Grapevine

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


GARDENS OF GRAPEVINE: To Sell Property to Lincoln for $6.9-Mil.
---------------------------------------------------------------
The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine Development GP LLC seek authority under Section 363 of
the Bankruptcy Code from the U.S. Bankruptcy Court for the
Northern District of Texas to sell for $6.9 million certain
property to Lincoln Property Company Southwest, Inc., free and
clear of all liens, claims, interests, and encumbrances.

Pursuant to a Contract of Sale, GOG will sell to the Proposed
Buyer 16.825 acres of its primary asset, which consists of 192
acres of undeveloped land located in Grapevine, Texas, in both
Dallas and Tarrant County.  GOG's 192-acre Property was appraised
as having a fair market value of $53,250,000 on Oct. 8, 2010.  The
Property is purportedly encumbered by liens to three financial
institutions, property taxing authorities and certain mechanics
liens.

The Sale Property is located in Grapevine, Tarrant County, Texas,
and will be sold for approximately $6.9 million.  The Proposed
Buyer has delivered an initial earnest money deposit of $25,000 in
cash.  If the Proposed Buyer does not terminate the Sale Agreement
prior to the expiration of the Inspection Period, the Proposed
Buyer will deliver an additional earnest money deposit of $50,000.

Upon the zoning change required by the Proposed Buyer, the
Proposed Buyer will deliver an additional earnest money deposit of
$100,000, for a total earnest money deposit of $175,000.  The
closing date will be no later than 60 days from the later to occur
of the expiration of the Inspection Period and the expiration of
the Zoning Period.  The closing is estimated to occur within four
to six months.

The Proposed Buyer will acquire an option for 24 months in which
to purchase the adjacent 17 acres at a purchase price of $9.50 per
net square foot.  GOG's real estate broker, Parkway Realtors,
Inc., will be entitled to a commission of 6% from the sale
proceeds.

GOG believes that there is a sufficient business justification for
entering into the Sale Agreement and consummating the Proposed
Sale, that the Purchase Price is fair and equitable and that the
Sale was reached in good faith.

Frank Jennings Wright, Esq., at Wright Ginsberg Brusilow P.C., in
Dallas, Texas -- fwright@wgblawfirm.com -- contends that the
Debtors and their representatives engaged in good faith and arm's
length negotiations with the Proposed Buyer, and the Purchase
Price is the highest and best offered for the Sale Property.  He
also asserts that selling the Sale Property will relieve GOG's
estate of continuing obligations on account thereof.

A copy of the Sale Agreement is available for fee at:

   http://bankrupt.com/misc/Garden_SaleAgreement_06082011.pdf

A hearing will be held on July 5, 2011, to consider the Sale
Motion.

                   About Gardens of Grapevine

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


GARLOCK SEALING: Seeks Approval of Voluntary Severance Program
--------------------------------------------------------------
Chapter11Cases.com reports that related companies Garlock Sealing
Technologies LLC, Garrison Litigation Management Group, Ltd. and
The Anchor Packing Company asked the bankruptcy court in
Charlotte, North Carolina to approve an "exit incentive" or
voluntary severance program for certain unionized employees.

Chapter11Cases.com relates that the exit incentive being proposed,
final documentation of which is apparently still being negotiated,
would only be available to members of the International
Association of Machinists and Aerospace Workers in Palmyra, New
York who (1) are 55 years of age or older and (2) have worked for
Garlock for 10 years or more.

The incentive program would exclude officers and insiders of the
companies.

Employees who opt into the exit incentive program would receive a
severance payment equal to one and a half weeks for every two (2)
years of services, Chapter11Cases.com notes.  The report relates
that participation in the program would also require approval by
Garlock for each employee, it appears from the court filings.

According to the debtors, 71 employees currently meet the proposed
eligibility requirements and they project that approximately 22 of
those employees would opt to take the exit incentive and terminate
their employment, Chapter11Cases.com says.

The report discloses that based upon that projection, Garlock
estimates that the exit incentive payments would cost between
$300,000 and $400,000; however, the company's annual wage and
benefit expenses would be reduced by approximately $600,000.
Chapter11Cases.com says that the plan is being proposed not to
permanently reduce Garlock's workforce, but instead to replace
experienced, higher-paid employees with new employees who "(a)
will receive lower hourly wages; (b) are not eligible for
Garlock's defined benefit pension under the current plan and
collective bargaining agreement provisions; and (c) will not
receive certain special compensation benefits paid to more senior
employees under collectively bargained provisions."

                     About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.  A schedule
of the pending asbestos actions is available for free at:

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

Equity Committee Appointed in HearUSA Bankruptcy Case
The United States Trustee filed a bankruptcy court notice last
Wednesday in the HearUSA, Inc. chapter 11 case.  In the notice,
the U.S. Trustee disclosed that it has appointed an Official
Committee of Equity Security Holders in the bankruptcy cases.  The
members include two individual investors and three institutions:
Arcadia Opportunity Master Fund, Ltd.; Sherleigh Associates Inc.,
Profit Sharing Plan; and Meson Capital Partners, LP.   The
representative from Arcadia Opportunity Master Fund has been
appointed as the temporary chairperson for the Committee.


GENERAL GROWTH: New GGP Completes $743-Mil. Refinancing of 5 Malls
------------------------------------------------------------------
General Growth Properties, Inc. ("New GGP") announced on June 6,
2011, the refinancing of five shopping malls representing $743
million of new mortgages.  These five new fixed-rate mortgages
have a weighted average term of 9.2 years and generated cash
proceeds in excess of in-place financing of approximately $180
million to GGP.  GGP has also been able to lower the weighted
average interest rate of these five mortgages from 6.29% to
5.40%, while lengthening the term by approximately five years
over that in place.

GGP used $139 million of the excess proceeds to pay down mortgage
loans on four assets with a weighted average interest rate of
7.31% and weighted average term of 3.1 years.

"We continue to execute on our goal of lengthening maturities,
reducing our carrying cost and improving our capital structure,"
said Sandeep Mathrani, chief executive officer of General Growth
Properties.

In April 2011, GGP completed the refinancing of seven shopping
malls representing $1.7 billion of new mortgages.

General Growth Properties has ownership and management interest
in 169 regional and super regional shopping malls in 43 states.
The Company portfolio totals 172 million square feet of space.  A
publicly-traded real estate investment trust (REIT), GGP is
listed on the New York Stock Exchange under the symbol GGP.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Court Rules in CRF's Favor on $12-Mil. Cure Claim
-----------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York upheld the Comptroller of the State
of New York as trustee of the Common Retirement Fund's cure
objection and granted the CRF's request for payment of pendency
interest at the default rate from the Petition Date as of
April 16, 2009 through the Plan Effective Date of Nov. 9,
2010.

The Reorganized Debtors will pay the CRF by wire transfer the
amount of $11,683,815 in pendency interest at the default
interest.

The Reorganized Debtors, however, will retain their right to
recover the default interest amount from the CFR to the extent
this order is reversed or modified on appeal by a final, non-
appealable order and will receive same from the CRF within seven
business days of that final, non-appealable order, and the CRF
will retain its rights, claims and defenses in connection
therewith, Judge Gropper ruled.

The Court signed a proposed order submitted by the Reorganized
Debtors, consistent with the Court's memorandum of opinion
upholding the CRF's cure objection.

In the memorandum of opinion, Judge Gropper held that CRF is
entitled to postpetition interest on its claim at the contract
default rate of 8.95% from the filing of GGP's bankruptcy
petition through the Effective Date of the Plan.

Judge Gropper explained that payment of default interest in this
matter is consistent with the increasing reluctance of courts in
construing the requirement of Section 506(b) of the Bankruptcy
Code that an oversecured creditor receive "interest," to modify
private contractual arrangements imposing default interest rates
except where: (i) there has been creditor misconduct; (ii)
application of the contractual interest rate would cause harm to
the unsecured creditors; (iii) the contractual interest rate
constitutes a penalty; or (iv) its application would impair the
debtor's fresh start, citing In re P.G. Realty Co., 220 B.R. at
780; see also In re Vest Assocs., 217 B.R. at 702-03.

Judge Gropper found that none of the factors typically justifying
the nullification of a default rate interest provision are
present in this matter.  GGP has stipulated that, as a stand-
alone rate, the Default Rate is not a penalty, Judge Gropper
said.  GGP has also not alleged any misconduct by CRF, the
bankruptcy judge noted.  Payment of default interest would
neither inflict harm on other unsecured creditors nor impair
GGP's fresh start because GGP was exceedingly solvent when it
emerged from bankruptcy, the bankruptcy judge opined.

As a matter of statute, the question whether a bankruptcy default
clause should be treated as an invalid ipso facto clause depends
on whether the contract at issue is an executory contract or
unexpired lease, Judge Gropper explained.  GGP does not assert
that the Homart Note is an executory contract, much less an
unexpired lease, accepting the obvious fact that the only
obligation remaining to be performed by GGP under the Homart Note
is repayment and that loan agreements are generally not
considered to be executory contracts, according to Judge Gropper.

"There are situations in which courts have declined to enforce a
bankruptcy default clause, such as where the clause may impede a
debtor's ability to enjoy a 'fresh start.'  However, there are no
such concerns in this case," Judge Gropper stated.  GGP and its
affiliated debtors are highly solvent, GGP has confirmed a Plan,
and it emerged from bankruptcy months ago.  GGP's ability to
exercise its right to file for bankruptcy was not impaired, nor
was its ability to enjoy a fresh start, Judge Gropper stated.

Judge Gropper also held that imposition of the Default Rate in
this case is consistent with Section 1123(d) of the Bankruptcy
Code, even if not mandated by its terms.  If the interest rate
here is determined strictly "in accordance with the underlying
agreement and applicable nonbankruptcy law" as provided in
Section 1123(d), the Default Rate was triggered by GGP's Chapter
11 filing, Judge Gropper concluded.

A full-text copy of the memorandum of opinion dated June 16,
2011, is available for free at:

    http://bankrupt.com/misc/ggp_June16Memorandum.pdf

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Rouse Gets Favorable Ruling in PI Suit
------------------------------------------------------
Judge William E. Smith of the U.S. District Court for the
District of Rhode Island granted a motion for summary judgment
filed by Rouse Providence, LLC, a debtor affiliate of General
Growth Properties, Inc., in the lawsuit captioned Melissa M.
Reyes v. Standard Parking Corporation, CA. No. 09-166 S.

In 2006, Rouse executed a contract with Standard whereby Standard
agreed to manage Providence Mall's parking garage through
Sept. 30, 2008.

In 2009, Ms. Reyes sued Standard due to injuries sustained when
she was driving through the Mall's parking garage on June 10,
2008.  Standard then filed a third-party complaint for
contribution and common law indemnity against Henry Luke Co.,
Inc., whom Rouse contracted to perform repairs to the garage.

Standard has twice amended its complaint to add AlliedBarton
Security Services, LLC, and Rouse.

In its summary judgment motion, Rouse asserted that Standard is
enjoined from pursuing the claims because they were permanently
discharged pursuant to the U.S. Bankruptcy Court for the Southern
District of New York's order confirming Rouse's Chapter 11 plan
of reorganization.  Standard counters that its claims were not
subject to the bar date or the confirmation order because they
had not arisen as of Rouse's bankruptcy petition date, but even
if they had, they remain valid because it did not receive
adequate notice of the bar date.

The district judge ruled that because Rouse owned the Mall when
Ms. Reyes was injured, Standard, as manager of the garage,
received a contingent right to payment for contribution and
common-law indemnification the moment Ms. Reyes served Standard
with her complaint.

Likewise, because the events triggering Standard's breach of
contract claim against Rouse all arose prepetition, Standard had
a prepetition contingent breach of contract claim against Rouse,
within the meaning of Section 101(5) of the Bankruptcy Code,
Judge Smith opined.

Accordingly, the District Court concludes that Standard was
required to file proof of these claims with the Bankruptcy Court
by the bar date.  Since it did not, and because its alternative
notice argument fails, Standard is permanently enjoined from
pursuing these pursuant to the Bankruptcy Court's Confirmation
Order, the district judge held.

A full-text copy of the District Court's order dated June 14,
2011 is available for free at:

              http://ResearchArchives.com/t/s?7657

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GIORDANO'S ENTERPRISES: Popowcer Katten Retained as Accountants
---------------------------------------------------------------
The Hon. Honorable Pamela S. Hollis of the U.S. Bankruptcy Court
for the Northern District of Illinois authorized Philip V.
Martino, the duly appointed Chapter 11 trustee in the
bankruptcy cases of Giordano's Enterprises, Inc., et al., to
retain Lois West and the firm of Popowcer Katten, Ltd. as his
accountants.

As reported in the Troubled Company Reporter on June 7, 2011, West
and Popowcer is providing the trustee with general accounting
services and tax services necessary to comply with federal, state,
and local tax laws and regulations.

The trustee related that the hourly rates for Popowcer's
professionals range from $120 to $290.

To the best of Trustee's knowledge, West and Popowcer are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Giordano's Enterprises

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

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

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

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

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


GIORDANO'S ENTERPRISES: William Blair Hired as Investment Banker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Philip V. Martino, the duly appointed Chapter 11
trustee in the Chapter 11 cases of Giordano's Enterprises, Inc.,
et al., to retain William Blair & Company, L.L.C. as his
investment banker and Hilco Real Estate, LLC, as his real estate
advisor.  The trustee is also authorized to keep certain documents
ancillary to that retention be filed under seal.

As reported in the Troubled Company Reporter on June 7, 2011, the
trustee will retain Blair and Hilco to advise in connection
with: (a) an M&A Transaction, and (b) a Lease Transaction.

   a. An M&A Transaction is a transaction involving, among other
      things: (a) an acquisition, merger, consolidation or other
      transaction with another party through which any assets of
      the Company are, directly or indirectly, combined with or
      transferred to another party outside the ordinary course of
      business; (b) the acquisition, directly or indirectly, by a
      buyer or buyers of equity interests or options, or any
      combination thereof constituting a majority or controlling
      portion of the stock of the Company or possessing a majority
      or controlling portion of the voting power of the Company;
      and (c) any other purchase or acquisition, directly or
      indirectly, by a buyer or buyers of a majority or
      controlling portion of the securities or other interests of
      the Company (through, merger, sale, exchange or otherwise).

   b. A Lease Transaction is referred to as a transaction, at the
      Company's direction, regarding a real property lease of the
      Company providing for a rent reduction, term shortening, or
      non-economic modifications, or extensions or new leases on
      owned property.

Blair and Hilco is performing these services in connection with a
Possible Transaction as the Company may reasonably request:

   a. familiarize themselves to the extent they deem appropriate
      with the business, operations, financial condition and
      prospects of the Company;

   b. prepare an analysis of strategic alternatives and recommend
      the strategy intended to achieve the optimal outcome for the
      Company; and

   c. report to and participate in discussions with the Company's
trustee concerning each possible transaction;

As consideration for the services to be provided Blair and Hilco
will receive:

   1. A monthly fee in the amount of $75,000.

   2. Upon the consummation of an M&A Transaction, Blair will be
      paid a fee:

     Incremental Aggregate
     Consideration
     (in millions)                            Fee
     --------------------                     ----

$0 up to but not including $25   0.00% of Aggregate Consideration
                                 in such range

$25                              1.50% of Aggregate Consideration

More than $25, up to
but not including $35            3.00% of Aggregate Consideration
                                 in such range

$35 up to                        3.50% of Aggregate Consideration
but not including $45            in such range

$45 up to                        5.50% of Aggregate Consideration
but not including $55            in such range

$55 and above                    6.00% of Aggregate Consideration
                                 in such range

   3. Lease Transaction:

      i. Rent Reductions: 5% of any lease savings achieved
         with respect to any leases successfully renegotiated;

     ii. Term Shortening: 1.75% of the gross lease savings
         secured over any shortened term;

    iii. Non-Economic Modifications: $1,500 per lease;

     iv. Other: a fee equal to the greater of (i) $10,000 or (ii)
         3% of the projected base rent payable over the term
         of a lease extension new lease executed on an owned
         property.

   4. Process Break. Upon a voluntary termination of Blair's
      engagement by the Company in writing, the Company will pay
      to Blair a fee with respect to any Secured Debt Transaction
      in an amount less than the fees that would otherwise be
      payable under the Engagement Agreement, and as to the extent
      agreed to in writing between Blair and the Company on the
      date hereof.

                  About Giordano's Enterprises

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

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

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

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

Philip V. Martino is the duly appointed Chapter 11 trustee in the
Debtors' bankruptcy cases at the behest of the U.S. Trustee.  Mr.
Martino filed a $3,000,000 bond.


GIORDANO'S ENTERPRISES: Quarles & Brady to Represent Trustee
------------------------------------------------------------
The Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Philip V. Martino, the
Chapter 11 trustee in the bankruptcy cases of Giordano's
Enterprises, Inc., et al., to retain Quarles & Brady LLP as his
general bankruptcy counsel.

As reported in the Troubled Company Reporter on June 7, 2011,
Christopher Combest, and the other attorneys and paraprofessionals
associated with Q&B will represent the trustee in all phases of
the Debtors' Chapter 11 case.

To the best of the trustee's knowledge, Q&B is a "disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Q&B can be reached at:

         Christopher Combest, Esq.
         QUARLES & BRADY LLP
         300 N. LaSalle Street, Suite 4000
         Chicago, IL 60654
         Tel: (312) 715-5000
         Fax: (312) 632-1727
         E-mail: christopher.combest@quarles.com

                  About Giordano's Enterprises

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

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

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

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

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


GIORDANO'S ENTERPRISES: William Dart Retained for Tax Appeals
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Philip V. Martino, the duly appointed Chapter 11
trustee in the Chapter 11 cases of Giordano's Enterprises, Inc.,
et al., to retain the firm of William Dart, LLC, as his special
counsel for the purpose of prosecuting two real estate tax
appeals.

As reported in the Troubled Company Reporter on June 7, 2011,
prepetition, WD was retained by Debtors to prosecute two certain
real estate tax appeals in Illinois, which work includes, but is
not necessarily limited to, seeking reductions in the assessed
value of the properties at issue and pursuing claims for real
estate tax refunds, in connection properties owned by Debtors and
located at 9411-15 W. Higgins Road in Rosemont Illinois, and at
740 N. Rush Street, in Chicago, Illinois.

The trustee will retain William E. Dart (a non-attorney), attorney
George Cahill.  WD will receive compensation on a contingency
basis, with WD'S fee to be a percentage of the amount of tax
savings achieved or tax refund obtained for the Debtors.  WD
agreed to cap its fee with regard to any reduction in the 2010
assessed valuation for the rush property (Parcel No. 17-10-101-
013) obtained from the Assessor or the Board of Review at $15,000.

Moreover, to the extent WD obtains tax refunds for the Debtors'
estates with regard to the rush property, payment will not be due
WD until the amount of any refund has been received by the trustee
in immediately available funds.

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

                  About Giordano's Enterprises

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

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

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

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

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


GM PINE: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------
Debtor: GM Pine Street Garage, LLC
        c/o Robert S. Simon
        PO Box 820035
        Sellwood Station
        Portland, OR 97282-1035

Bankruptcy Case No.: 11-17493

Chapter 11 Petition Date: June 23, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Shelly Crocker, Esq.
                  CROCKER LAW GROUP PLLC
                  720 Olive Wy Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  E-mail: scrocker@crockerlaw.com

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

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

The petition was signed by Jimmy Drakos, Willamette Capital Group
LLC manager.

Debtor's List of 11 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Old Republic National                            $2,500,000
Title
c/o Prentice-Hall Corp
Registered Agent
380 Jackson STR #700
Saint Paul, MN 55101

Nelson Electric, Inc.                            $75,000
9620 Stone AVE N, Suite 201
Seattle, WA 98103

Bush Road & Hitchings,                           $21,962
Inc.
2009 Minor AVE E
Seattle, WA 98102

Savitt Bruces & Willey    Prof. services         $10,000
LLP

Krazan & Assoc., Inc.                            $7,500

Delaware Dept of Revenue  Notice only            Unknown
Carvel Sate Office Bldg

Delaware Dept of Revenue  Notice only            Unknown
Thomas Collins Bldg

Delaware Dept of Revenue  Notice only            Unknown

IRS                       Notice only            Unknown

King County Property Tax  Property taxes         Unknown

WA Dept of Revenue        Notice only            Unknown


GREENWOOD ESTATES: Stay Modified to Allow Capmark to Foreclose
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has modified the automatic stay to allow Capmark to proceed with
its Complaint for Breach of Contract, Breach of Guaranty,
Replevin, Foreclosure and Immediate Appointment of A Receiver
entitled Capmark Finance Inc. v. Greenwood Estates MHC, LLC,
pending as Case No. 41D01-1007-MF-00333 (the "Foreclosure Action")
in the Johnson County Superior Court in Johnson County, Indiana.

The Court further ordered Debtor Greenwood Estates MHC, LLC's
former property manager, Capital First Realty Inc. to immediately
transfer to the Debtor's new property manager, McKinley, Inc., any
remaining cash, business records, personal property and all other
property not already transferred to McKinley.

                     About Greenwood Estates

Chicago, Illinois-based Greenwood Estates MHC, LLC, is the owner
of a manufactured community, consisting of 594 sites, situated on
96.358 acres located at 1598 US 31 South, Greenwood, Indiana.  The
Company filed for Chapter 11 bankruptcy protection on July 30,
2010 (Bankr. N.D. Ill. Case No. 10-33988).  Eugene Crane, Esq.,
Arthur G. Simon, Esq., and Scot R. Clar, Esq., at Crane, Heyman,
Simon, Welch & Clar, in Chicago, assisted the Debtor in its
restructuring effort.  Counsel's services were terminated on
May 4, 2011.  In its schedules, the Debtor disclosed
assets of $28,601,206 and liabilities of $25,456,180 as of the
petition date.


GREENWOOD VILLAGE: Fitch Affirms 'BB+' Rating on Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' rating on these Indiana
Health Facilities Financing Authority revenue bonds issued on
behalf of Greenwood Village South:

   -- $21.6 million series 2006A*;

   -- $11.8 million series 1998.

*Underlying rating. The bonds are variable-rate demand bonds
supported by an irrevocable, direct-pay confirming letter of
credit issued by Banco Santander Central Hispano S.A which Fitch
was not asked to rate.

The Rating Outlook is Stable.

Rating Rationale:

   -- The 'BB+' rating reflects GVS' light liquidity metrics,
      stable operating performance and adequate debt service
      coverage.

   -- Occupancy across all levels of care has remained relatively
      stable since Fitch's last rating action in December 2009.

   -- Capital structure risk will improve through the refunding of
      the series 2006A variable rate demand bonds with a bank
      qualified direct placement.

   -- GVS benefits from its management contract with Life Care
      Services.

Key Rating Drivers:

   -- Maintaining stable occupancy and adequate operating
      profitability over the next 12 months.

Security:

Bondholders are secured by a security interest in the gross
revenues of the corporation, a first mortgage lien on property and
a debt service reserve fund.

Credit Summary:

The 'BB+' rating reflects GVS' light liquidity metrics, stable
operating performance and adequate debt service coverage. At March
31, 2011 GVS' unrestricted cash and investments totaled $10.2
million, which translates into 202 days cash on hand, a 4.1 times
(x) cushion ratio and 31% cash-to-long term debt, all of which are
below the respective 2010 'BBB' category medians of 372.7, 6.1x
and 48.6%. Occupancy has been stable across each level of care
over the last three years averaging 89% in the ILUs, 87% in ALUs
and 85% in the SNF. At March 31, 2011 occupancy in the
independent, assisted and skilled nursing units was 86.6%, 92.4%
and 84.6%, respectively. Operating profitability has been stable
with net operating margins of 10% and 8% in fiscal 2009 and 2010,
respectively which compares favorably to the 'BBB' category median
of 6.8%. Similarly, net operating margins-adjusted of 19.5% and
17.7% in 2009 and 2010 are comparable to the 'BBB' category median
of 18.8%. Coverage of MADS in fiscal 2009 and 2010 has been
adequate at 1.7x and 1.5x, respectively, reflecting, in part, GVS
lower price point.

GVS expects to refund its $21.6 million series 2006A variable rate
demand bonds with a bank qualified direct placement on or about
June 30th. Fitch cited the need to renew or replace the letter of
credit (LOC) as a critical rating factor in its prior rating
action. The refinancing of the series 2006A issue is viewed
favorably as it eliminates remarketing and LOC downgrade risk and
extends out the capital commitment for five years. However, GVS
retains the associated renewal risk. Certain operating covenants
under the bank documents are tighter compared to the series 1998
trust indenture which should benefit the series 1998 bondholders.
However, Fitch notes that the series 1998 bondholders are in a
minority position relative to the bank's interest in the event of
any covenant violations and / or remedies.

The Stable Outlook reflects Fitch's expectation that GVS will
continue to experience stable occupancy and solid operating
profitability over the next 12 months. Home values in the primary
service area have been stable to slightly higher over the last 12
months and are expected to remain firm going forward.


GTP ACQUISITION: Fitch Expects to Rate Class F Notes at 'BB-'
-------------------------------------------------------------
Fitch Ratings has issued a presale report on GTP Acquisition
Partners I, LLC Secured Tower Revenue Notes, Global Tower Series
2011-2.

Fitch expects to rate these transactions:

   -- $490,000,000 class C 'Asf', Outlook Stable;

   -- $155,000,000 class F 'BB-sf', Outlook Stable.

The expected ratings are based on information provided by the
issuer as of June 21, 2011.

The transaction is an issuance of notes backed by mortgages
representing no less than 90% of the annualized run rate net cash
flow and guaranteed by the direct parent of the borrower. Those
guarantees are secured by a pledge and first priority perfected
security interest in 100% of the equity interest of the borrower,
which owns or leases 2,472 wireless communication sites, and of
its direct parent, respectively. Both the direct and indirect
parents of the borrower are special purpose entities. At closing,
the issuer will use the proceeds of the note issuance to refinance
the issuer's series 2007-1 transaction. The $490 million series
2011-2 class C note and the $70 million series 2011-1 class C note
will be pari passu.


GTP ACQUISITION: Moody's Assigns P(Ba3) Rating to Class F Notes
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
Class C and Class F Secured Tower Revenue Notes, Series 2011-2, to
be issued by GTP Acquisition Partners I, LLC. The Issuer is an
indirect wholly owned subsidiary of Global Tower Holdings, LLC a
leading independent (non-carrier) owner/operator of wireless
towers in the U.S., which in turn is controlled by affiliated
funds of The Macquarie Group. Moody's also stated that its ratings
on the existing series of notes previously issued by the Issuer
are not expected to be downgraded or withdrawn solely as a result
of this prospective issuance.

The complete rating actions are:

Issuer Entity: GTP Acquisition Partners I, LLC

   -- $490,000,000 Class C Secured Tower Revenue Notes, Global
Tower Series 2011-2, rated (P) A2 (sf)

   -- $155,000,000 Class F Secured Tower Revenue Notes, Global
Tower Series 2011-2, rated (P) Ba3 (sf)

The Issuer has the ability to issue multiple series of notes. A
portion of the proceeds of the Offered Notes will be applied to
repay the previously issued $480,250,000 Series 2007-1 Notes. The
Issuer has also issued its $70,000,000 Class C Series 2011-1
(together with the Offered Notes, the Notes). The Class C Offered
Notes will rank pari passu with the Class C Series 2011-1 Notes.
The Offered Notes will have an anticipated repayment date of June
2010.

RATINGS RATIONALE

The provisional ratings of the Offered Notes are derived from an
assessment of the present value of the net cash flow that the
tower pool is anticipated to generate from space licenses (leases)
on the towers, compared to the cumulative debt being issued at
each rating category.

In connection with the issuance, the Issuer is expected to add
approximately 553 tower sites to the pool. Thus, the collateral
for the Notes will consist of 2,472 wireless communications sites
(towers) that are mostly owned or leased by the Issuer or one of
its subsidiaries. Space on the towers is in turn leased to a
variety of users, primarily major wireless telephony carriers. As
of June 2011, this tower pool had an annualized run rate net cash
flow of approximately $89 million. Moody's assessed value for the
tower pool was approximately $924 million. Pro forma for the
issuance of the Offered Notes and repayment of the 2007-1 notes,
the Class C Notes will have a cumulative-loan-to-value (CLTV)
ratio of approximately 60.6%, while the Class F Notes will have a
CLTV of approximately 77.3% . The CLTV ratio reflects the CLTV
ratio of the combined amounts of the Offered Notes and the 2011-1
Notes; the CLTV of a given class reflects the combined outstanding
balance of that class and all more senior classes. See Principal
Methodology below for details on the assumptions applied to arrive
at Moody's assessed value.

The primary risks for the value of the tower pool are wireless
technology risk and tower re-leasing risk. Technology risk relates
primarily to the potential emergence of competing technologies
that could obviate the need for wireless towers and adversely
affect future lease revenues. Moody's is not aware of competing
technologies which could materially displace towers and believe
that the tower infrastructure is becoming increasingly entrenched
as demand for wireless applications grows. There are few viable
displacement technologies on the horizon such as Distributed
Antenna System (DAS) and Alcatel-Lucent's recently announced
lightRadios. Moody's views these technologies as complimentary to
the current tower based wireless networks as these technologies
are primarily effective in densely packed urban areas where the
portfolios of the wireless tower companies have limited presence.

Re-leasing risk refers to the potential for lease rates to
fluctuate downward upon renewal, since the transaction is subject
to renewals. This could occur due to overbuilding or due to
pressure from wireless carriers should their own businesses
experience significant margin compression. Due to zoning
restrictions and public pressure Moody's does not view
overbuilding as a present risk. This also provides some insulation
against price risk by limiting the alternatives that a wireless
carrier has.

In addition, in recent months Sprint-Nextel has announced plans to
shut down the Nextel iDen network over the next three years, and
the carrier said it will decommission up to 20,000 cell sites.
Additionally, the pending AT&T acquisition of T-Mobile creates
uncertainty over the T-Mobile cell sites. For the pool to be
securitized, approximately 7.3% of the revenue is generated from
Sprint-Nextel iDEN leases and approximately 4.8% of revenues comes
from T-Mobile sites that are collocated on the same towers as
AT&T. While the termination of some of those lease will have
negative impact on the transaction's revenue, Moody's believes
this revenue loss will be managed over the many years remaining on
the tower leases and favorable long-term wireless-data trends call
for more cell-site capacity down the road. In all, these
decommissions will instigate slower growth rate compared to the
expectations preceding these announcements.

The principal methodology used in rating the transaction is
summarized below. Other methodologies and factors that may have
been considered in the process of rating the Notes can be found on
www.moodys.com in the Rating Methodologies sub-directory.

Finally, it should be noted that Moody's ratings address only the
credit risks associated with the transaction. Other non-credit
risks, such as those associated with repayment on the ARD, the
timing of any principal prepayments, the payment of prepayment
penalties and the payment of Post-ARD Additional Interest have not
been addressed and may have a significant effect on yield to
investors.

MOODY'S V-SCORE AND PARAMETER SENSITIVITIES

V Score - The V Score for this transaction is Medium or Average.
The V Score indicates "Average" structure complexity and
uncertainty about critical assumptions. The Medium or average
score for this transaction is driven by the Medium score for
historical sector and issuer performance and data and Medium
transaction governance. The Medium for historical performance and
data for the sector is attributed to the fact that the data dates
back only fifteen years or so, while securitization data go back
only about five years. The Medium for the Issuer's historical
performance and data is derived from Moody's view that even though
GTP is relatively young and has existed for less than ten years,
Moody's thinks that historical performance is a good indicator for
future performance due to the nature of the assets and the sector.
Finally, the Medium for transaction governance is mainly because
of the limited experience of GTP in securitizations having done
only three such transactions since 2007 and the fact that GTP is
an unrated and relatively small company compared to the other
publicly traded cell tower operators.

Moody's Parameter Sensitivities -- In the ratings analysis Moody's
uses various assumptions to assess the present value of the net
cash flow that the tower pool is anticipated to generate. Based on
these cash flows, the quality of the collateral and the
transaction's structure, the total amount of debt that can be
issued at a given rating level is determined. Hence, a material
change in the assessed net present value could result in a change
in the ratings. Therefore Moody's focuses on the sensitivity to
this variable in the parameter sensitivity analysis. Specifically,
if the net cash flows that the tower pool is anticipated to
generate is reduced by 5%, 10% and 15% compared to the Base Case
net cash flows used in determining the initial rating. The
potential model-indicated ratings for the Class C Offered Notes
rated (P) A2 (sf) would change as follow: Base Case A2 (0), A3
(1), Baa1 (2) and Baa3 (4) respectively; and the potential model-
indicated ratings for the Class F Offered Notes rated (P) Ba3 (sf)
would change as follow: Base Case Ba3 (0), B1 (1), B2 (2) and (3+) respectively.

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the transaction has
not aged. Furthermore, parameter Sensitivities only reflects the
ratings impact of each scenario from a quantitative/model-
indicated standpoint. Qualitative factors are also taken into
consideration in the ratings process, so the actual ratings that
would be assigned in each case could vary from the information
presented in the Parameter Sensitivity analysis.

PRINCIPAL METHODOLOGY

The principal methodology used in rating the GTP transaction was
"Moody's Approach to Rating Wireless Towers-Backed
Securitizations: A Path to Clear Reception in the ABS Market",
published in September 2005 and amended on Feb. 3, 2011 to reflect
the change in discount rates and available on www.moodys.com in
the Rating Methodologies subdirectory 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.

As described therein, Moody's derives an asset value for the
collateral which in turn is compared to the proposed bond issuance
amounts. In deriving the value of the assets, Moody's viewed the
historical operating performance of the Issuer, the historical
performance of the securitized pool, evaluated and analyzed
comparable public company data and market information from various
third party sources.

These are the key assumptions used in the quantitative analysis:
(i) Revenue Growth -- for wireless voice/data two sources of
revenue growth were assumed: first, lease escalators which were
based on the tenants' contractual obligations were assumed to be
fixed at 3.25% for the first 20 years; this reflects the weighted
average remaining lease terms including extensions, which were
approximately 20 years. From year 21 on, Moody's assumed the lease
escalators to be 2%; second, organic growth that resulted in the
addition of approximately 0.44 tenant per tower in total over a
period of four years; on the other hand, Moody's also assumed the
termination of some leases and the decommission of equipment.
These are due to Sprint-Nextel's plan to shut off its iDEN and
AT&T announced acquisition of T-Mobile. Sprint-Nextel is planning
to shut down all of its IDEN sites starting in 2013. Based,
primarily, on the location of the iDEN sites compared to competing
sites, Moody's assumed that approximately 40% (or ~ 3% of the
total revenue) of the 7.3% of total revenue generated by the iDEN
leases is eliminated in 2013 and 2014. As for AT&T, if the planned
acquisition of T-Mobile is completed, Moody's expects that in the
medium to long term AT&T will choose not renew some of the T-
Mobile leases. Moody's assumed that approximately half of T-
Mobile's leases, which account for approximately 5% of the
revenue, will not be renewed between 2013 and 2017 in 1% increment
per annum. Finally, revenues from broadcasting were assumed to
decline on a continuous basis over a 15 year period to a third of
current levels, and data/other revenues were assumed to decline to
zero based on a triangular distribution ranging from five to ten
years. (ii) Operating Expenses -- were assumed to vary such that
net tower cash flow margins ranged from 65% to 80% based on a
triangular distribution. (iii) Maintenance Capital Expenditures --
were assumed to be $725 per tower per annum, and to increase by 2%
to 4% every year. (iv) Tenants' Probability of Default (wireless
voice/data tenants) - Moody's "Idealized" default rate table was
applied, using the actual ratings of the Tenants who were rated
and assuming near-default ratings for others; (v) Recovery Upon
Wireless Tenant Default -- were assumed to be zero the year
following the default and recover to 80% for large carriers and to
50% or 60% for small carriers of pre-default revenues over the
next two years; (vi) Discount Rate - the discount rate applied to
the net cash flow was assumed to vary between 8.5% and 13.00%;
(vii) Finally, adjustments were made to the total amount of debt
that can be issued at the requested rating levels. This is mainly
because the Class C of the Offered Notes and the Class C of 2011-1
Notes as well as the Class F of the Offered Notes account for a
larger percentage of the total debt outstanding compared to most
similarly rated classes in the prior transactions; therefore these
classes have lower severity of loss risk.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments in this transaction.


HAMPTON ROADS: To be Added to Russell 3000/Russell Global Indexes
-----------------------------------------------------------------
Hampton Roads Bankshares, Inc., announced that Russell Investments
will add the Company to the Russell 3000(R) Index and Russell
Global(R) Index on July 1, 2011, as a result of the annual
reconstitution of Russell's comprehensive set of U.S. and global
equity indexes.

Russell indexes are widely used by investment managers and
institutional investors for index funds and as benchmarks for both
passive and active investment strategies.  $3.9 trillion in assets
are currently benchmarked to these indexes.

The Russell 3000(R) Index measures the performance of the largest
3000 U.S. companies representing approximately 98% of the
investable U.S. equity market.  The largest 1,000 companies in
this ranking comprise the Russell 1,000(R) and the next 2,000
companies become the Russell 2000(R).  The Russell 3000(R) also
serves as the U.S. component to the Russell Global(R) Index, which
Russell launched in 2007.

                  About Hampton Roads Bankshares

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

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

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

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

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

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


HARRY & DAVID: Gets Clearance to Send Ch. 11 Plan Out for Vote
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Harry & David Holdings Inc.
won permission to send its reorganization plan, which contemplates
a rights offering and $100 million in exit financing, out to
creditors for a vote.

According to the disclosure statement, the proposed Second Amended
Joint Chapter 11 Plan of Reorganization 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 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 rights offering permits qualified Noteholders to purchase
approximately 74.9 percent of the stock of the reorganized Debtors
for $55 million.  The Debtors also entered into an agreement with
a specific group of their Noteholders to 'backstop' the Rights
Offering.  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.


HEARUSA INC: U.S. Trustee Appoints Equity Committee
---------------------------------------------------
The United States Trustee filed a bankruptcy court notice
disclosing that it has appointed an Official Committee of Equity
Security Holders in the bankruptcy cases, according to
Chapter11Cases.com.

The members include:

   -- Arcadia Opportunity Master Fund, Ltd.;
   -- Sherleigh Associates Inc.,
   -- Profit Sharing Plan; and
   -- Meson Capital Partners, LP.

The representative from Arcadia Opportunity Master Fund has been
appointed as the temporary chairperson for the Committee.

Chapter11Cases.com says that no formal motion was filed with the
bankruptcy court seeking the appointment of an equity committee.

However, from court filings, it appears that an ad hoc committee
of equity holders made a request to the U.S. Trustee and HearUSA
had stated that it was "generally supportive" of the appointment
of an equity committee because it "fully expects that equity
security holders will receive a distribution on account of their
interests" (although the amount of the distribution "remains in
question"), the report notes.

                         About HearUSA

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

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

The Official Committee of Unsecured Creditors was appointed on
May 25, 2011.  Robert Paul Charbonneau and the law firm of
Ehrenstein Charbonneau Calderin represents the Committee.


HERITAGE CONSOLIDATED: Wants Munsch Hardt as General Counsel
------------------------------------------------------------
Heritage Consolidated, LLC and Heritage Standard Corporation ask
the U.S. Bankruptcy Court for the Northern District of Texas for
permission to:

   -- employ Munsch Hardt Kopf & Harr, P.C.;

   -- employ Rochelle McCullough, LLP; and

   -- retain HSC, RM LLP as special bankruptcy counsel to HSC.

The Debtors relate that the sale order, in conjunction with the
Global Resolution Proposal, significantly reduced the remaining
assets and issues for the Debtors and resolved many of the
potential conflicts between the estates of HSC and Consolidated.
In particular, the Debtors were concerned about potential lien
priority disputes among CIT Capital Securities, LLC, the Debtors'
primary lender at the time, HSC as the holder of an operator's
lien and Consolidated as the owner of the primary assets which
were collateralized.  The foregoing sale order and global
resolution proposal has resulted in the satisfaction of the
secured claims of CIT and significantly reduced any chance that
the scope of the operator's lien would become an issue for
Consolidated.

Accordingly, at the insistence of the Committee, HSC requests that
the Court authorize Munsch Hardt to take over as general
bankruptcy counsel for both Debtors and assume the duties and
responsibilities being performed by RM LLP on behalf of HSC, in
the absence of an actual conflict between the interests of
Consolidated and HSC.

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

The firms can be reached at:

         Joe E. Marshall, Esq.
         Kathleen M. Patrick, Esq.
         MUNSCH HARDT KOPF & HARR, P.C.
         3800 Lincoln Plaza
         500 North Akard Street
         Dallas, TX 75201-6659
         Tel: (214) 855-7500
         Fax: (214) 978-4365
         E-mail: jmarshall@munsch.com
                 kpatrick@munsch.com

                  - and -

         Kevin D. McCullough, Esq.
         Kerry Ann Miller, Esq.
         ROCHELLE McCULLOUGH LLP
         325 N. St. Paul Street, Suite 4500
         Dallas, TX 75201
         Tel: (214) 953-0182
         Fax: (214) 953-0185
         E-mail: kdm@romclawyers.com
                 kmiller@romclawyers.com

                   About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  Kevin
D. McCullough, Esq., in Dallas, Texas, serves as counsel to the
Debtors.  Stephen F. Malouf, P.C., serves as their special
counsel.  The Debtors each estimated assets and debts of
$10 million to $50 million.


HILLSIDE VALLEY: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hillside Valley, L.P.
        12 New Providence Road
        Watchung, NJ 07069

Bankruptcy Case No.: 11-21689

Chapter 11 Petition Date: June 23, 2011

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

Judge: Richard E. Fehling

Debtor's Counsel: Douglas J. Smillie, Esq.
                  FITZPATRICK LENTZ AND BUBBA P.C.
                  P.O. Box 219
                  Center Valley, PA 18034-0219
                  Tel: (610) 797-9000
                  E-mail: dsmillie@flblaw.com

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

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

The petition was signed by Richard J. Colasuonno, manager of
general partner.

List of 16 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
John Deere construction   Trade debt             $108,599
c/o Bernstein Law Firm
707 Grant Street,
Ste 2200
Pittsburgh, PA 15219

Wells Fargo Equipment     Trade debt             $58,185
Finance
733 Marquette Ave,
Suite 700
Minneapolis, MN 55402

E.C. Construction         Trade debt             $28,166
2645 Rising Sun Rd.
Slatington, PA 18080

Ritter & Plante           Trade debt            $28,000
Associates

Eastern Surfaces          Trade debt            $19,284

Dinaso & Sons Bldg        Trade debt            $19,221
Supply

Tiger/Dinaso Bldg         Trade debt            $10,075
Supply

Modern Handling           Trade debt            $8,340
Equipment Co

City of Allentown         Taxes                 $7,988

Viking Supply             Trade debt            $5,558

Fazio, Mannuzza, Roche    Trade debt            $4,284

TVJ Contractors Inc.      Trade debt            $4,000

Tri-Jem Enterprises,      Trade debt            $1,712
Inc.

Peachtree Business        Trade debt            $903
Products

Engines Inc.              Trade debt            $840

Naturalscapes             Trade debt            $361


HMV GROUP: Sells Canadian Arm to Hilco UK for $3.2-Mil.
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that sruggling U.K. entertainment
retailer HMV Group PLC Monday said it has agreed to sell its 121-
store Canadian arm to restructuring specialist Hilco U.K. for
GBP2.0 million ($3.2 million) to further reduce its debt pile.

United Kingdom-based HMV Group plc is engaged in retailing of pre-
recorded music, video, electronic games and related entertainment
products under the HMV and Fopp brands, and the retailing of books
principally under the Waterstone's brand.  The Company operates in
four segments: HMV UK & Ireland, HMV International, HMV Live, and
Waterstone's.  HMV International consists of HMV Canada, HMV Hong
Kong and HMV Singapore.  Waterstone's is a bookseller, which
operates through 314 stores and a transactional Web site for the
sale of both physical and e-books for download.  The Company has
operations in seven countries, with principal markets being the
United Kingdom and Canada.  Its retail businesses operate through
417 stores in the United Kingdom, Canada, Hong Kong and Singapore.
On Jan. 29, 2010, the Company completed the acquisition of MAMA
Group Plc.  Its subsidiaries include HMV Canada Inc, HMV Guernsey
Limited, HMV Hong Kong Limited, and HMV (IP) Limited.


HORIZON LINES: Gets Covenant Relief to Push for Refinancing
-----------------------------------------------------------
Horizon Lines, Inc., reached an agreement with its bank group to
amend its credit facility.

The amendment relaxes compliance under the credit facility's
financial covenants for the second quarter, and will thereby
preserve access to liquidity under the revolver and facilitate the
company's ability to move forward with its previously announced
refinancing effort.

"We appreciate the continued support of our lender group while we
navigate through the complex process of refinancing our entire
capital structure," said Michael T. Avara, Executive Vice
President and Chief Financial Officer.  "This amendment will
provide additional financial covenant flexibility as we work with
our banks and our convertible note holders towards a comprehensive
refinancing, which we announced earlier this month."

                        About Horizon Lines

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.

Horizon Lines reported a net loss of $57.97 million on
$1.16 billion of operating revenue for the fiscal year ended
Dec. 26, 2010, compared with a net loss of $31.27 million on
$1.12 billion of operating revenue for the fiscal year ended
Dec. 20, 2009.

The Company's balance sheet at March 27, 2011, showed
$804.0 million in total assets, $797.3 million in total
liabilities, and stockholders' equity of $6.66 million.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt about
Horizon Lines' ability to continue as a going concern, following
the Company's 2010 results.  According to Ernst & Young, there is
uncertainty that Horizon Lines, Inc., will remain in compliance
with certain debt covenants throughout 2011 and will be able to
cure the acceleration clause contained in the convertible notes.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2011,
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its
'Caa1' Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to
'Caa1' and maintained the negative outlook.


HORIZON LINES: Extends Subscription Deadline to July 1
------------------------------------------------------
Horizon Lines, Inc., on June 24, 2011, entered into a third
amendment with certain holders of a majority of its unsecured
4.25% convertible senior notes due 2012, to the previously
announced Restructuring Support Agreement, dated June 1, 2011, as
amended by the First Amendment to the Restructuring Support
Agreement, dated June 10, 2011, and further amended by the Second
Amendment to the Restructuring Support Agreement, dated June 17,
2011.  The Amendment was entered into to extend, from June 24,
2011 to July 1, 2011, (i) the deadline by which the Company is to
receive subscription commitments for $350 million in aggregate
principal amount of the Company's 9.0% senior secured notes to be
issued and sold to the Exchanging Holders and (ii) the Exchanging
Holders' and the Company's continued support for the
recapitalization and to allow the parties to discuss certain
modifications to the terms of the recapitalization.

A full-text copy of the Amendment to Restructuring Support
Agreement is available for free at http://is.gd/vCsUU9

                        About Horizon Lines

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.

Horizon Lines reported a net loss of $57.97 million on
$1.16 billion of operating revenue for the fiscal year ended
Dec. 26, 2010, compared with a net loss of $31.27 million on
$1.12 billion of operating revenue for the fiscal year ended
Dec. 20, 2009.

The Company's balance sheet at March 27, 2011, showed
$804.0 million in total assets, $797.3 million in total
liabilities, and stockholders' equity of $6.66 million.

As reported in the TCR on March 30, 2011, Ernst & Young LLP, in
Charlotte, North Carolina, expressed substantial doubt about
Horizon Lines' ability to continue as a going concern, following
the Company's 2010 results.  According to Ernst & Young, there is
uncertainty that Horizon Lines, Inc., will remain in compliance
with certain debt covenants throughout 2011 and will be able to
cure the acceleration clause contained in the convertible notes.

                          *     *     *

As reported in the Troubled Company Reporter on March 8, 2011,
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its
'Caa1' Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to
'Caa1' and maintained the negative outlook.


JACKSON HEWITT: Can Access Cash Collateral Until July 1
-------------------------------------------------------
Jackson Hewitt Tax Service Inc. and its debtor-affiliates obtained
a third interim order from the U.S. Bankruptcy Court for the
District of Delaware to use cash collateral of Wells Fargo Bank
N.A. until July 1, 2011.

A hearing is set Thursday, June 30, 2011, at 11:30 a.m., to
consider final approval of the Debtor's request to use cash
collateral.

According to the Troubled Company Reporter on June 20, 2011, the
Debtors, Wells Fargo Bank, N.A., successor-by-merger to Wachovia
Bank, N.A., as administrative agent, and various lenders are
parties to that certain Amended and Restated Credit Agreement,
dated as of Oct. 6, 2006.  As of the Petition Date, the Debtors
were obligated on (a) approximately $288.2 million principal
amount of term loans under the Credit Agreement, (b) approximately
$65.6 million principal amount of outstanding revolver loans under
the Credit Agreement (including unpaid interest that has accrued
and been capitalized), and (c) approximately $2.4 million under
related hedge agreements.

The obligations under the credit agreement are secured by a first
priority lien on all of the Debtors' assets, including all of the
Debtors' cash.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
replacement liens and superpriority claims, subject to certain
carve out.

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

                 About Jackson Hewitt Tax Service

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

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

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

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

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

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

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


JAED DINING: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jaed Dining Group, Inc.
        a California corporation
        105 S Palm Canyon Dr
        Palm Springs, CA 92262

Bankruptcy Case No.: 11-30352

Chapter 11 Petition Date: June 22, 2011

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

Debtor's Counsel: Gene E O'Brien, Esq.
                  LAW OFFICE OF GENE O'BRIEN
                  74040 Hwy 111 #210
                  Palm Desert, CA 92260
                  Tel: (760) 340-5200
                  Fax: (760) 340-5233
                  E-mail: geneeob@aol.com

Scheduled Assets: $74,500

Scheduled Debts: $1,099,419

A list of the Company's 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-30352.pdf

The petition was signed by Edward Shin, president.


KANSAS CITY: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Kansas City, Mo.-based Kansas City Southern Railway Company
proposed $500 million senior secured credit facility, which is
comprised of a new $200 million revolving credit facility
(expiring in 2016) and a $300 million term loan A due 2017. The
issue-level rating on the credit facility is two notches above the
'BB' corporate credit ratings on its parent, Kansas City Southern.
The company will use proceeds from the transaction, to refinance
existing credit facilities totaling $307 million and pay
transaction fees.

The ratings on KCS reflect a financial risk profile that, while
improving, remains somewhat weaker than those of its Class 1 peer
railroads; substantial capital spending requirements; and
meaningful exposure to cyclical end markets such as automotive and
manufacturing, particularly in Mexico through subsidiary Kansas
City Southern de Mexico S.A. de C.V., the Mexican railroad company
it acquired in April 2005. The favorable characteristics of the
U.S. freight railroad industry and KCS' strategically located rail
network partly offset these risks. "We characterize the company's
business risk profile as satisfactory, financial risk profile as
significant, and liquidity as adequate. Liquidity has previously
been a constraining factor for the ratings, although it has
improved significantly over the past few years. The ratings
incorporate our expectation that KCS will manage capital
expenditures and growth initiatives in a disciplined manner,
maintaining a ratio of funds from operations to total debt in the
high-20% area and debt to capital in the
mid-40% area," S&P said.

"In the near term, we expect volume momentum to continue as a
result of the gradually improving overall economy, particularly in
Mexico. We also expect KCS to continue generating satisfactory
operating profitability and free cash flow due to generally
favorable pricing trends and ongoing efficiency improvements. As a
result of KCS' ongoing debt reduction and improved financial
profile, we expect near-term improvement in the company's credit
measures, maturity profile, and liquidity. Furthermore, given the
rebound in freight volumes and stable pricing, we expect KCS'
operating performance, profitability, and cash flow to continue
strengthening in the next few quarters. We could raise the ratings
if earnings improvement results in FFO to total debt in the low-
30% area on a sustained basis. On the other hand, we could lower
the ratings if liquidity becomes constrained or if FFO to total
debt falls consistently into the low-20% area," S&P added.

Ratings List

Kansas City Southern
Kansas City Southern Railway Co.
Corporate credit rating           BB/Stable/--

Rating assigned
Kansas City Southern Railway Co.
Senior secured
  $300 mil. term loan A due 2017   BBB-
  $200 mil. revolver due 2016      BBB-


LEHMAN BROTHERS: $1.31-Bil. Paid to Advisors in 2.5-Year Case
-------------------------------------------------------------
Lehman Brothers Holdings Inc. disclosed these cash receipts and
disbursements of the company, its affiliated debtors and other
controlled entities for the month ended May 31, 2011:

Beginning Cash & Investments (05/01/11)  $22,951,000,000
Total Sources of Cash                      2,957,000,000
Total Uses of Cash                        (2,424,000,000)
FX Fluctuation                                (7,000,000)
                                         ---------------
Ending Cash & Investments (05/31/11)     $23,477,000,000

LBHI reported $2.068 billion in cash and investments as of May 1,
2011, and $3.762 billion as of May 31, 2011.

The monthly operating report also showed that a total of
$54,257,000 was paid to professionals that were retained in the
Debtors' Chapter 11 cases in the past month.

From Sept. 15, 2008 to May 31, 2011, a total of $1,317,091,000 was
paid to professionals, of which $442,196,000 was paid to the
Debtors' turnaround manager, Alvarez & Marsal LLC, while
$309,808,000 was paid to their bankruptcy counsel, Weil Gotshal &
Manges LLP.

A full-text copy of the May 2011 Operating Report is available
for free at http://bankrupt.com/misc/LehmanMORMay3111.pdf

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Barclays Opposes Judgment for $500-Mil. Claim
--------------------------------------------------------------
Barclays Capital Inc. asks Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to deny
Lehman Brothers Holdings Inc.'s motion for summary judgment.

LBHI last month asked the Court to grant a summary judgment
against Barclays Capital on Count II -- breach of contract claim.
LBHI also demanded payment of approximately $500 million in
damages for Barclays' failure to pay the company in full when the
U.K. bank bought its North American business in 2008.

Barclays allegedly paid only $1.5 billion of the $2 billion it
was supposed to pay for the bonuses of Lehman employees who were
transferred to the U.K. bank as part of the deal.

In asking for summary judgment on Count II, LBHI argued that it
is warranted because the facts in the case cannot "genuinely be
disputed" and that Barclays is collaterally estopped from
disputing those facts because the U.K. bank was given "full and
fair opportunity" to present evidence, cross examine witnesses
and argue those then-disputed facts.

Barclays' lawyer, Jonathan Schiller, Esq., at Boies Schiller &
Flexner LLP, in New York, says the law requires LBHI's motion for
summary judgment to be decided "based upon the normal inquiry
into whether the contract unambiguously requires judgment in its
favor and whether there is any genuine dispute concerning a fact
material to its claim."

"The contract does not unambiguously require judgment in LBHI's
favor and there are numerous factual assertions that are material
to LBHI's claim and that Barclays genuinely disputes,"
Mr. Schiller says in a 61-page memorandum.

"The language of the contract and the relevant facts so
overwhelmingly support the Barclays position as to eliminate any
basis for genuine dispute that it is Barclays, not LBHI,
that is entitled to summary judgment," the lawyer says.

According to Mr. Schiller, there is a "genuine factual dispute"
over the precise amount of 2008 bonuses Barclays paid to the
Lehman employees.  He points out that while LBHI asserts that
Barclays paid only approximately $1.5 billion in bonuses, the
evidence shows that the U.K. bank paid over $1.8 billion in
bonuses.

Mr. Schiller further says that even if the Court accepts LBHI's
claim, it should deny the company's motion for summary judgment
because the company failed to demonstrate that it has suffered
any damages as a result of the alleged breach.

A full-text copy of Barclays' memorandum is available for
free at http://bankrupt.com/misc/LBHI_BarclaysMemo062211.pdf

                 Amended Scheduling Order

Jonathan Schiller, Esq., at Boies, Schiller & Flexner LLP, in New
York, informed Judge Peck that Lehman Brothers Holdings Inc. and
Barclays Capital Inc. have agreed upon a slightly revised
briefing schedule for the remaining briefs relating to Count II
(Breach of Contract Claim):

  June 22, 2011   -- Barclays will file its brief in opposition
                     to the LBHI's motion for summary judgment
                     and in support of Barclays' motion for
                     summary judgment.

  July 20, 2011   -- LBHI will file its brief in opposition to
                     Barclays' motion for summary judgment and
                     in reply to Barclays' opposition.

  Aug. 5, 2011  -- Barclays will file its reply brief in
                     support of its motion for summary judgment.
                     LBHI reserves its right to argue that no
                     reply should be permitted.

LBHI and Barclays agree that both sides will appear to present
oral argument before the Court on Sept. 7, 2011.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Goldman, et al., Oppose New Rule 2019 Rules
------------------------------------------------------------
A group of creditors led by Goldman Sachs Bank USA and Goldman
Sachs International asks Judge James Peck to deny approval of the
proposed procedures that require proponents of Chapter 11 plans
to publicly disclose their interests.

The Goldman Sachs group complains that the ad hoc group of Lehman
Brothers creditors is proposing disclosure requirements "far out
of proportion" to those contemplated by the Bankruptcy Code.

"The ad hoc [group's] proposal would impose onerous and
unnecessary disclosure obligations on virtually the entire
creditor body," says Sean O'Neal, Esq., at Cleary Gottlieb Steen
& Hamilton LLP, in New York.

Mr. O'Neal is also concerned that the disclosure requirements
would discourage creditors from participating in investigations
and negotiations.  He points out that creditors, especially
dealers, would be forced to disclose in public trading strategies
and other sensitive commercial information.

The Goldman Sachs group is also includes Deutsche Bank AG, Morgan
Stanley & Co. International plc and Morgan Stanley Capital
Services, Inc., D.E. Shaw Composite Portfolios, L.L.C., and D.E.
Shaw Oculus Portfolios, L.L.C., Credit Agricole CIB, Credit
Suisse International, The Royal Bank of Scotland plc, and Oaktree
Capital Management, L.P.

The group drew support from debt holders including Angelo Gordon
& Co. L.P., Contrarian Capital Management LLC, Goldentree Asset
Management LP, Hayman Capital Management LP, Knighthead Capital
Management LLC, Mason Capital Management LLC, Mount Kellett
Capital Management, and Serengeti Asset Management LP.

The Goldman Sachs group filed a rival plan two months ago for
Lehman Brothers Holdings Inc. and its affiliated debtors.  The
rival plan proposes a 16% recovery for creditors that hold senior
unsecured claims against LBHI and a 14.7% recovery for general
unsecured creditors.

Judge Peck will hold a hearing on July 20, 2011, to consider
approval of the proposed disclosure procedures.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Gets 9-Month Stay for $3-Bil. Lawsuits
-------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
a court ruling granting another nine-month stay on more than 50
lawsuits they filed late last year to recover more than
$3 billion.

The order extended the stay until April 20, 2012, and the
deadline for completing service of summons and complaints on the
defendants until Aug. 30, 2011.

Any activity like trials in connection with the
lawsuits will be prohibited while the stay is in effect,
according to the Debtors.

The company filed the lawsuits to recover funds that had been
transferred to counterparties in more than 200 transactions it
entered into prior to its bankruptcy filing.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Wins OK of $861-Mil. Deal With JPM
-------------------------------------------------------
James Giddens, the trustee liquidating the assets of Lehman
Brothers Inc., obtained an order from the U.S. Bankruptcy Court
for the Southern District of New York approving a settlement that
calls for JPMorgan Chase Bank N.A. to pay $861 million to
claimants of the brokerage.

The payment consists of $755 million in cash and $106 million in
securities, valued as of Sept. 19, 2008, to the trustee for
distribution to the claimants in LBI's liquidation proceeding.

Judge Peck signed off the settlement agreement on June 23, 2011.

"I'm satisfied that this is indeed an excellent result,"
MarketWatch quoted Judge Peck as saying.  "This is obviously a
very substantial step forward of the LBI liquidation."

Jeffrey Coleman, Esq., at Hughes Hubbard & Reed LLP, in New York,
said the avoidance of long litigation and the fact that most of
the money will be paid in cash made it a great deal, MarketWatch
reported.

In a statement, the LBI Trustee said the approval "marks a
milestone in the administration of the LBI estate to recover
assets to pay customer claims."

JPMorgan said in another statement that the assets it will turn
over predominately come from cash and securities held in Lehman
brokerage accounts that the bank had set aside pending a
resolution with the trustee, MarketWatch reported.

The settlement, announced two months ago, came after the
conclusion of the trustee's two-year investigation into
JPMorgan's actions as the principal clearing bank for LBI.

The deal largely settles the outstanding claims the trustee has
against JPMorgan but does not affect disputes between the bank
and Lehman Brothers Holdings Inc., which are embroiled in two
pending multibillion-dollar lawsuits, according to the report.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Merrill Wants Subordination Agreement Followed
---------------------------------------------------------------
Merrill Lynch Portfolio Management, Inc., and Merrill Lynch
Capital Services, Inc., ask the U.S. Bankruptcy Court for the
Southern District of New York to compel specific performance from
Lehman Brothers Special Financing Inc. and Lehman Brothers
Holdings Inc. of the terms of a subordination agreement,
including, but not limited to release of mortgages and liens, in
connection with a proposed transfer of the Brampton Court
Apartment located in Broward County, Florida.

In November 2005, AHF-Bay Fund, LLC, was loaned the proceeds of
four series of bonds totaling $105,305,000 issued by Capital
Trust Agency for the purposes of acquiring and rehabilitating
five multifamily housing projects in Florida, including the
Brampton Project.

Merrill Lynch, Pierce, Fenner & Smith Incorporated was the
initial purchaser of Series A Bonds and MLPM is the current
beneficial owner of the Series A Bonds.  MLCS and AHF entered
into a "TRS Agreement" underwhich MLCS and AHF agreed to make
certain payments to one another relating to the Series A Bonds.

LBHI, as successor in interest to Lehman Brothers Inc., is the
owner of the Series B Bonds.  LBSF and AHF entered into a TRS
Agreement with respect to the Series B Bonds.  The obligations
owed under the Series A Bonds and the Merrill TRS are secured by
senior mortgages encumbering certain real and personal property
associated with the Project.  The obligations owed under the
Series B Bonds and the Lehman TRS are secured by subordinate
mortgages encumbering certain real and personal property
associated with the Project.

In connection with the Project, the Merrill Entities, LBI, LBSF
and NAHTEF Bond Fund I - 2005, L.P., entered into the
subordination agreement on Nov. 10, 2005, which provides,
among other things that, upon occurrence of an event of default
with respect to the Series A Bonds or the Merrill TRS, the Lehman
Entities granted Merrill certain rights and remedies, including,
but not limited to, the ability to release or cause the release
of certain mortgages held by or in favor of the Lehman Entities.

In October 2008, immediately after the bankruptcy filing of the
Lehman Entities, AHF defaulted under the Merrill TRS and
continues to be in default, subject to the forbearance of MLCS,
Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia,
relates.  AHF has proposed to sell the Brampton Project in an
arm's length transaction via a deed to U.S. National Bank
Association, as trustee, for the Bonds, or its designee, in lieu
of a foreclosure on the Brampton Project.

According to Mr. Barrett, the value of the cash and property to
be received by or for the benefit of Merrill upon the sale of the
Brampton Project is not sufficient to satisfy the obligations
owed to Merrill with respect to the Series A Bonds and, upon its
termination, the Merrill TRS.

Therefore, Merrill, whose payment and lien positions are senior
to the Lehman Entities, is seeking to release or cause the
release of the mortgages held by or for the benefit of the Lehman
Entities so that the sale of the Brampton Project may be
consummated, Mr. Barrett tells the Court.

Despite demand, and in contravention of the express terms of the
Subordination Agreement, the Lehman Entities have failed to
release the liens associated with the Brampton Project, which
jeopardizes the sale transaction, Mr. Barrett relates.

Mr. Barrett asserts that, making the failure to respond to the
demand for releases even more unreasonable is the fact that the
Lehman Entities have no equity interest in the Brampton Project.
Any proceeds of the sale of the Brampton Project will be far less
than the amount owed with respect to the Series A Bonds and, upon
its termination, the Merrill TRS, he says.  Therefore, the Lehman
Entities, who are subordinate to Merrill in payment and lien
positions vis-a-vis the Brampton Project, are wholly unsecured as
to the Brampton Project, he adds.  There has been no claim that
the Lehman Entities stand to recover anything from the sale of
the Brampton Project, so their willful failure to act is so much
more egregious, he further asserts.

                    About Lehman Brothers

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LES RESSOURCES: Nuinsco Acquires Assets; SDBJ Backs Out
-------------------------------------------------------
Nuinsco Resources Limited, along with Ocean Partners Holdings
Limited and a third company jointly owned by Nuinsco and Ocean
Partners, provided an update on the status of its ongoing motion
in the Superior Court of the province of Quebec related to the
Companies' efforts to acquire certain assets as secured creditors,
including mining and processing assets, located in and near
Chibougamau, Quebec that were formerly owned by Les Ressources
Campbell Inc. and Ressources MSV (2007) Inc. ("Campbell").

At a court hearing held on June 21, 2011, Societe de developpement
de la Baie-James ("SDBJ") did not present a bid to acquire the
Assets as it had previously indicated was possible (see news
release dated May 25, 2011.) SDBJ did not oppose the motion to
approve the Companies' bid to acquire the Assets; a final decision
is expected to be rendered by the registrar at a hearing scheduled
for Monday June 27, 2011.

                     About Ocean Partners

Ocean Partners is a privately-held company with offices in the UK,
USA, Canada, China, Mongolia, South Africa, Turkey and Zambia with
additional representation by agents in Istanbul, Lima, Madrid,
Melbourne, Moscow, New Delhi, Santiago and Tokyo.

Ocean Partners provides relationship-based trading services to
miners and smelters of copper, lead and zinc concentrate as well
as the secondary products of the base metal smelting industry (eg
drosses, slags, reverts, residues).  Ocean Partners also owns and
operates copper, lead and zinc mines in Turkey as well as holding
many exploration licenses there through its 50% shareholding in a
local company.

                     About Nuinsco Resources

Nuinsco is a growth-oriented, multi-commodity mineral exploration
company that is focused on world-class mineralized belts in
Canada, Turkey and Egypt.  In addition to its property holdings,
Nuinsco owns common shares in Coventry Resources Limited (ASX:CVY)
and Victory Nickel Inc. (TSX:NI).  Shares of Nuinsco trade on the
Toronto Stock Exchange under the symbol NWI.


LIBERTY MEDIA: Fitch Upgrades IDR to 'BB'; Outlook Stable
---------------------------------------------------------
Fitch Ratings has upgraded Liberty Media LLC's and QVC Inc.'s
Issuer Default Rating to 'BB' from 'BB-'. Fitch has also upgraded
the issue ratings of Liberty Media LLC to 'BB' and affirmed the
secured debt issue ratings of QVC at 'BBB-'. The Rating Outlook is
Stable.

Fitch's ratings reflect the expected spin-off of the assets
attributed to Liberty Capital (LCAP) and Liberty Starz (LSTRZ);
therefore, any assets attributed to LCAP and LSTRZ are not
factored into the ratings. In addition, any actions taken by LCAP
or LSTRZ that do not impact or change the assets attributed to
Liberty Interactive would have no effect on the ratings. This
includes the potential Barnes and Noble acquisition, which would
be executed by LCAP.

The event risk that has previously plagued the ratings has
subsided given the company's intention to spin-out LCAP and LSTRZ.
Fitch believes that the asset mix will be relatively more stable
going forward. While the risk remains that e-commerce assets
and/or stakes in Expedia or Time Warner may be sold or spun-out,
QVC generates 87% of revenues and 95% of EBITDA, providing the
primary support for Liberty Media's debt service. Based on Fitch's
interpretation of the indentures and the current asset mix at the
post-spin Liberty Media, QVC could not be spun away from Liberty
Media without consent of the bondholders.

Fitch's IDR ratings of QVC and Liberty Media reflect the
consolidated credit profile of Liberty Media. Fitch rates both
QVC's senior secured bank credit facility and the senior secured
notes 'BBB-' (two notches higher than QVC's IDR). The secured
issue ratings reflects what Fitch believes would be QVC's
standalone ratings. Fitch expects that the ratings would remain
unchanged in the event that the remaining security is released.

The lease adjusted leverage metric for QVC standalone (2.6 times
(x); using a net present value [NPV] method of lease and
distribution obligations) are consistent with other similarly
rated low investment grade retail names. Fitch recognizes that
EBITDA margins (21.4%) and free cash flow (FCF) to both unadjusted
and adjusted debt of 32.5% and 16%, respectively, are solid for
the ratings.

When comparing to other media names covered by Fitch, the
unadjusted leverage metrics at QVC and consolidated Liberty Media
are solid for the current ratings. The ratings reflect the
company's intentions to manage gross unadjusted leverage at
Liberty Media in the 3.5x to 4x range. The ratings reflect Fitch's
expectation that QVC standalone unadjusted leverage will be
managed under 2.5x.

The ratings incorporate an expectation for continued acquisitions.
Fitch recognizes that there is a risk of an acquisition of HSN
Inc. However, Fitch believes an acquisition of HSN Inc. may be
structured in a manner that would not impact current ratings.

Fitch believes liquidity at Liberty Interactive will be sufficient
to support operations and QVC's expansion into other markets.
Fitch expects acquisitions and share buybacks to be a primary use
of FCF and expects share buyback activity to restart post the
spin-off of LCAP and LSTRZ.

Key Rating Drivers:

   -- Ratings could be pressured if unadjusted leverage for QVC
      exceeded 2.5x or Liberty Media's exceeded the company's
      targeted thresholds. If QVC exceeded Fitch's targets and
      Liberty Media was still within its threshold, QVC secured
      debt ratings could be pressured.

   -- Fitch believes that the current financial policy is
      consistent with the current ratings. If the company were to
      manage to more conservative leverage targets, ratings may be
      upgraded.

QVC Security:

The QVC facility and notes benefit from a security interest in the
capital stock of QVC and are guaranteed by QVC's material and
domestic subsidiaries. The secured collateral may be removed as
QVC's leverage has been below 2x for two consecutive fiscal
quarters, as permitted under the company's credit agreement. The
collateral package would be reinstated for both the banks and the
senior notes in the event that last 12 months leverage exceeded 3x
for two consecutive quarters.

Revenues and EBITDA margins:

The ratings reflect the positive growth QVC has achieved over the
past year, with revenues up 6% in 2010 and 4% in the first quarter
of 2011. Under Fitch's conservative base case, revenues are
expected to grow in the low- to mid-single digits and EBITDA
margins are expected to remain relatively consistent.

Liquidity:

Fitch calculates $1 billion of FCF at Liberty Interactive in 2010.
Fitch expects FCF to be in the range of $750 million to $1 billion
in 2011.

As of March 31, 2011, liquidity for Liberty Interactive included
$1.3 billion in cash and $1.2 billion available under the QVC
credit facility, which expires in September 2015.

In addition, the company's balance sheet includes $2.3 billion in
marketable, available-for-sale securities and investments in
affiliates (includes the Time Warner basket of stocks and
Expedia). If the market value of the Expedia shares were used,
Fitch calculates the total value of these assets at $3.1 billion.
Fitch believes these assets could be liquidated in the event that
Liberty Media needed additional liquidity.

Liberty Interactive near-term maturities include $1.1 billion of
exchangeable debentures that may be put to the company in 2013 and
approximately $324 million in senior notes maturing in 2013. Fitch
believes Liberty Media has sufficient liquidity (including the
Time Warner basket of stocks) to handle these maturities.

Leverage:

Pro forma for the spin-off, Fitch estimates Liberty Media's
consolidated gross unadjusted leverage at 4x, net leverage at
3.4x, and net leverage including publicly held assets (primarily
Expedia and the basket of Time Warner shares) at 1.7x. Gross
interest coverage is estimated at 4.5x. QVC's gross unadjusted
leverage (all debt at QVC is secured) was 1.7x as of March 31,
2011, and would be unchanged pro forma for the spin-off.

Fitch has taken these rating actions:

Liberty

   -- IDR upgraded to 'BB' from 'BB-';

   -- Senior unsecured debt upgraded to 'BB' from 'BB-'.

QVC

   -- IDR upgraded to 'BB' from 'BB-';

   -- Senior secured debt affirmed at 'BBB-'.

The Rating Outlook is Stable.


LOS ANGELES DODGERS: Wins Interim Approval of Highbridge DIP Loan
-----------------------------------------------------------------
The Los Angeles Dodgers on Tuesday won interim authority to use
the $60 million portion of the $150 million in postpetition
secured financing from affiliates of JPMorgan Chase & Co.  The DIP
lenders are HPS-Senior Loan Fund II, L.P., Highland Senior Loan
Holdings, L.P., and affiliated entities in the Highbridge Senior
Loan Fund II family of funds.

The Dodgers said in a statement it will use the funds, among other
things, to operate its day to day business and pay vendors and
other suppliers for post-petition goods and services.

The Court, according to the statement, has approved additional
first day motions so that the team's ongoing operations, on and
off the field, will not be disrupted.  In this regard, the Dodgers
received permission from the Court to, among other things:

    * Pay its employees wages and benefits in the ordinary course
      of business; and

    * Comply with all of the team's current obligations under its
      collective bargaining agreements with its players and
      announcers, including revenue sharing payments to other
      baseball clubs.

The Wall Street Journal's Matthew Futterman reports that lawyers
for Major League Baseball tried to block the deal on the grounds
that the interest rate of more than 10% and a $4.5 million
commitment fee were too high.  MLB asked the Bankruptcy Court
instead to approve an MLB-backed financing package that includes a
lower interest rate and no commitment fee.  If approved, it would
essentially make MLB the team's priority creditor.

According to the Journal, in approving the Highbridge loan, U.S.
Bankruptcy Court Judge Kevin Gross didn't settle whether it will
be used as the team's permanent debtor-in-possession financing.
That question will be litigated during the next month, with Judge
Gross scheduling a July 20 hearing on the matter.

The Journal also reports Highbridge agreed to reduce its fee to
$250,000 if Judge Gross rules in favor of MLB next month.
Highbridge and the Dodgers also agreed to remove provisions that
called for the Dodgers to move toward a new media rights deal by
certain deadlines and according to a pre-determined schedule.

The DIP loan matures one year after the Petition Date.  According
to papers filed by the Debtors on Monday, the DIP facility
requires the Debtors to conduct a process to license the Dodgers'
broadcast media rights.  As a condition to further funding, the
Debtors and the lenders are to reach by July 29, 2011, an
agreement with respect to a process and timing for the license of
the media rights.  The Debtors also propose to grant the DIP
Lenders liens on avoidance actions under Chapter 5 of the
Bankruptcy Code.

The Debtors told the Court that, in the days and weeks prior to
the bankruptcy filing, they explored alternative financing from a
number of potential lenders and from a variety of financial
institutions.  Chief among these alternatives was a 17-year TV-
rights deal with Fox Sports valued at about $3 billion that would
have provided sufficient liquidity in both the short term and the
future.  In the meantime, the Debtors also reached out to
institutional lenders, professional investors, and other parties
about providing financing for Dodgers' immediate liquidity crisis.

After MLB commissioner Bud Selig refused on June 20 to approve the
Fox deal, the Debtors redoubled their efforts to find alternative
sources of long term financing.  According to the Debtors, only
the JPMorgan entities were willing to provide a commitment for
financing of a sufficient amount and within the Debtors' time
constraints.  The Debtors note that no other lender was willing to
provide the $40 million in funding necessary to meet the team's
payroll obligations on June 30 and July 1, let alone the
additional $110 million offered by the DIP facility to fund
continued operation of the business.

According to The Wall Street Journal, a spokesman for Mr. Selig
didn't return phone calls seeking comment.  At the hearing, MLB
lawyer Thomas Lauria, said: "We're not waiving or giving up or
impairing in any way the rights baseball has."

The Journal says lawyers for MLB plan to assert the league's
rights under the league's constitution that allow the commissioner
to seize the club in the event of the bankruptcy filing.  Dodgers'
lawyer Bruce Bennett said those provisions are "unenforceable."

Mr. Lauria may be reached at:

          Thomas E. Lauria, Esq.
          WHITE & CASE
          Southeast Financial Center
          200 South Biscayne Boulevard, Suite 4900
          Miami, FL 33131-2352
          Tel: 305-995-5282
          E-mail: tlauria@whitecase.com

                   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.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  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.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  According to Forbes, 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.

Judge Kevin Gross presides over the case.  lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.


LYRTECH INC: Finexcorp Intends to Enforce Security
--------------------------------------------------
Lyrtech Inc. receives on June 17, 2011, notices of intention to
enforce security issued by a secured creditor, Finexcorp Inc.,
under subsection 244(1) of the Bankruptcy and Insolvency Act.

These notices that are subject to a 10 days grace period have been
received without any prior notice of default or breach of
covenants as specified in the loan agreements.  The Corporation is
now evaluating the situation with the intent of formulating a
strategy that will best preserve and protect the interests of the
Corporation and its shareholders.

In this context, the Corporation has requested a halt trading of
its shares in the TSX Venture Exchange Inc.

The Corporation will continue to provide updates as it develops
the next steps of its strategy.

Lyrtech Inc. -- http://www.lyrtech.com-- is a public corporation
whose shares are listed on the TSX Venture Exchange under the
ticker abbreviation LYT. Lyrtech exports to more than twenty
countries.


MAJESTIC TOWERS: Court OKs Steckbauer Weinhart as Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Majestic Towers, Inc., to employ Steckbauer Weinhart &
Jaffe, LLP as its special real estate counsel.

The Debtor intends to effectuate the sale of the property and the
hotel as a going concern.  The Debtor is the operator of a 385
room, 12 storey hotel commonly known as The Wilshire Hotel.  The
Debtor operates the hotel under a lease agreement between it and
3515 Wilshire, LLC, the owner of the real property located at 3515
Wilshire Boulevard, Los Angeles, California.

SWJ will be employed primarily for the purpose of providing real
estate transactional services, and to negotiate letters of intent
and purchase agreement with competing prospective purchasers.

SWJ will be paid a postpetition retainer of $60,000, beginning
with a $20,000 payment in May and payments of the same amount in
June and July 2011.

                   About Majestic Towers, Inc.

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at
Sulmeyerkupetz, A Professional Corporation, in Los Angeles,
California, serve as the Debtor's counsel.  The Debtor disclosed
$7,685,411 in assets and $9,237,464 in liabilities as of the
Chapter 11 filing.


MAJESTIC TOWERS: Taps JWM CPA & Company as Accountant
-----------------------------------------------------
Majestic Towers, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ JWM CPA &
Company, P.C., as accountant effective April 28, 2011, for the
purpose of preparing tax returns and providing other accounting
services as necessary.

JWM has been rendering specialized accounting services to the
Debtor since the filing of its petition.

JWM holds a prepetition claim against the Debtor in the amount of
$15,000 for services rendered pre-petition.  However, JWM is being
employed for a special and specific purpose that will not include
an examination of claims.

John W. McLellan will be the only person performing services for
the Debtor on behalf of the Accountant.  Mr. McLellan's current
billing rate is $250 an hour.

Mr. McLellan has not yet been paid a retainer for his services in
this Case.  However, the Debtor proposes to pay the Accountant a
post-petition retainer in the amount of $31,500 for three months
of services ($10,500 per month for three months).  This retainer
will be paid over the next few months in this case, from the
Debtor's operating revenues.  This amount is reflected as an
expenditure in the cash collateral budget(s) that the Debtor
submitted to the Court.

John W. McLellan, of JWM & Associates, CPA, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Majestic Towers, Inc.

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at
Sulmeyerkupetz, A Professional Corporation, in Los Angeles,
California, serve as the Debtor's counsel.  The Debtor disclosed
$7,685,411 in assets and $9,237,464 in liabilities as of the
Chapter 11 filing.


MAJESTIC TOWERS: To Appoint Joseph Herman as Employment Counsel
---------------------------------------------------------------
The United States Bankruptcy Court Central District of California
has approved Majestic Towers, Inc.'s application to employ Joseph
E. Herman, Esq., as its Special Labor and Employment Counsel.

Mr. Herman's employment was sought to represent the Applicant's
interests in negotiations with the Debtor's unionized workforce
and to provide counsel, to act on its behalf in any and all
matters requiring Mr. Herman's expertise that may arise in the
course of the chapter 11 case, and to advise the Debtor so that it
may properly comply with all applicable state and federal laws,
rules and regulations.

Mr. Herman will be paid a post-petition retainer in the amount of
$50,000.00.  This retainer shall be paid over the next few
months in this case, from the Debtor's operating revenues .  Mr.
Herman shall be allowed to draw down on its retainer on a monthly
basis, upon providing 10 days notice of his fees and expenses.

                       About Majestic Towers

Los Angeles, California-based, Majestic Towers, Inc., filed for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 11-28407) on
April 28, 2011.  Bankruptcy Judge Sheri Bluebond presides the
case.  Victor A. Sahn, Esq., and Mark S. Horoupian, Esq., at
Sulmeyerkupetz, A Professional Corporation, in Los Angeles,
California, serve as the Debtor's counsel.  The Debtor disclosed
$7,685,411 in assets and $9,237,464 in liabilities as of the
Chapter 11 filing.


MCMONIGLE RESIDENTIAL: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: McMonigle Residential Group, Inc.
        1000 Newport Drive
        Newport Beach, CA 92660

Bankruptcy Case No.: 11-18935

Chapter 11 Petition Date: June 23, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: James D. Zhou, Esq.
                  LAW OFFICES OF ZHOU AND CHINI
                  6 Jenner, Suite 250
                  Irvine, CA 92618
                  Tel: (949) 485-4650
                  Fax: (949) 485-4650
                  E-mail: jzhou@zhouchinilaw.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/cacb11-18935.pdf

The petition was signed by John McMonigle, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
John McMonigle                         11-15398   04/28/11


MDC HOLDINGS: S&P Cuts CCR to BB+ on Weak Spring Selling Season
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MDC Holdings Inc. to 'BB+' from 'BBB-'. "At the same
time, we lowered our rating on the company's senior unsecured
notes to 'BB+' and assigned our '3' recovery rating to the notes,
indicating our expectation for meaningful (50%-70%) recovery. We
also revised our outlook on the company to stable from negative.
The rating action affects $1.25 billion of senior notes," S&P
said.

"The downgrade reflects a spring selling season that was weaker
than we expected and our belief that the U.S. housing market
recovery will be weaker than previously anticipated," said credit
analyst George Skoufis. "In this environment, we do not think that
MDC will achieve the revenue growth and margin improvement
necessary to fully return to profitability and bring credit ratios
back to stronger, predownturn levels."

"Our stable outlook reflects our view that the company will
maintain a strong liquidity position to weather another one-to-two
years of sluggish housing demand. We expect MDC will continue to
invest in new land, but would moderate its land spending to
preserve cash if conditions deteriorate. We would take a negative
rating action if conditions worsen and the company continues to
invest heavily in land and drains its currently strong cash
position and/or if we believe that cash balances are insufficient
to cover capital needs over the next two years. A positive rating
action is unlikely over the next 12 months, given our expectation
for a protracted housing market recovery and credit ratios that
will remain weak for the rating," S&P said.


MERIT GROUP: Court Approves McCarth Law as Panel's Co-Counsel
-------------------------------------------------------------
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 McCarthy Law Firm LLC as co-counsel.

As reported in the Troubled Company Reporter on June 9, 2011, the
firm has agreed to:

     a. assist and supplement lead co-counsel with advice to the
        Committee of its rights, powers and duties in the chapter
        11 cases;

     b. attend meetings with the Committee and hearings before the
        Court;

     c. assist and supplement lead co-counsel in consultations
        with the Debtors relative to the administration of the
        chapter 11 cases;

     d. assist and supplement lead co-counsel and other Committee
        professionals in the investigation of the acts, conduct,
        assets, liabilities and financial condition of the Debtor
        and the operation of the Debtors' businesses;

     e. assist and supplement lead co-counsel and other Committee
        professionals in investigating the validity, extent, and
        priority of liens of secured claimants against the
        Debtors' estates, and investigating the acts and conduct
        of such secured creditors to determine whether any causes
        of action may exist.

The customary and proposed hourly rates to be charged by McCarthy
Law for the individuals expected to be directly involved in
representing the Committee are:

    G. William McCarthy, Jr.         $400
    Daniel J. Reynolds, Jr.          $300
    Sean P. Markham                  $200
    W. Harrison Penn                 $200
    Attorneys                     $175 - $425
    Paralegals/ Assistants        $100 - $125

G. William McCarthy, Jr., Esq., of McCarthy Law Firm, LLC, assured
the Court that his firm is a "disinterested person" as the term is
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: Files Schedules of Assets and Liabilities
------------------------------------------------------
The Merit Group Inc. filed with the U.S. Bankruptcy Court for
the District of South Carolina its schedules of assets and
liabilities, and statements of financial affairs, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property                $1,450,000
  B. Personal Property            $5,554,048
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $63,474,951
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $422,945
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,712,049
                                ------------     ------------
        TOTAL                     $7,004,048      $66,609,946

A full-text copy of the schedules and statements is available for
free at http://bankrupt.com/misc/MERITGROUP_schedules.pdf

                         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.


MPB HOLDINGS: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MPB Holdings, LLC
        575 W. Chandler Blvd #229
        Chandler, AZ 85225

Bankruptcy Case No.: 11-18232

Chapter 11 Petition Date: June 24, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Clifford B. Altfeld, Esq.
                  ALTFELD & BATTAILE P.C.
                  250 N. Meyer Ave.
                  Tucson, AZ 85701-1090
                  Tel: (520) 622-7733
                  Fax: (520) 622-7967
                  E-mail: cbaltfeld@abazlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-18232.pdf

The petition was signed by Steven R. Ball, manager.


NEBRASKA BOOK: To File Plan Documents "Within A Few Days"
---------------------------------------------------------
Nebraska Book Company, Inc., intends to file a plan of
reorganization "within a few days" and related disclosure
statement within the next 20 days, and seek authority to move
forward with the plan solicitation and confirmation process
swiftly, according to Alan G. Siemek, its Chief Financial Officer.
Mr. Siemek said the Debtors are aiming for a short stay in
bankruptcy.

Nebraska Book on Monday commenced a pre-arranged Chapter 11
restructuring, through which it will remove roughly $150 million
in debt from their prepetition balance sheet while paying general
unsecured creditors in full.  The Debtors blamed their bankruptcy
filing on digital and online competition, including students'
shift towards online rental textbook providers, areas outside the
Debtors' core business model; and on publishers' unwillingness to
provide textbooks on usual credit terms.  In the weeks leading up
to the Petition Date, all five of the Debtors' largest suppliers
of new textbooks requested that the Debtors pay cash in advance
for new textbook orders.

According to Mr. Siemek, over the last seven months, the Debtors
and their advisors engaged in discussions with numerous
stakeholders, parties in interest, and potential partners for a
comprehensive recapitalization, which led to multiple indications
of interest and various restructuring proposals, including
proposals from certain of the Debtors' existing lenders,
noteholders, and equity holders.  After considering the
indications of interest and the various proposals, the Debtors
were able to negotiate terms for a consensual transaction.

On June 26, 2011, the Debtors entered into a Restructuring and
Support Agreement with holders of an aggregate amount of over 95%
of their 8.625% senior subordinated notes due 2012, and holders of
over 75% of their 11% senior discount notes due 2013.  The RSA
contemplated the Chapter 11 bankruptcy.  To facilitate enforcement
of the Plan, the Debtors have obtained commitments for a $200
million postpetition secured financing facility with JPMorgan
Chase Bank, which, together with cash on hand, will provide the
Debtors with sufficient liquidity to fund the administration of
their chapter 11 cases and continue their day-to-day operations.

Among other things, the Debtors' draft Plan provides that:

     -- Claims under the $75 million prepetition asset-based
        revolving credit facility with JPMorgan -- First Lien
        Facility -- will be paid in full in cash or otherwise
        Unimpaired.  As of the Petition Date, $26.3 million was
        outstanding under the First Lien Facility, which matures
        Sept. 1, 2011;

     -- To the extent that holders of second lien notes agree to
        a less favorable treatment, in full and final
        satisfaction, settlement, release, and discharge of and
        in exchange for each Allowed Claim in Class 2, each
        Holder will be paid in full in Cash.  The Debtors issued
        $200 million senior secured notes at a discount of
        $1.0 million with unamortized bond discount of $500,000.
        Wilmington Trust FSB serves as trustee and collateral
        Agent under the Second Lien Notes Indenture.  As of the
        Petition Date, the outstanding principal balance of the
        Second Lien Notes was $200 million.  The Second Lien Notes
        mature Dec. 1, 2011;

     -- Claims under the so-called Opco Notes will be allowed in
        an aggregate amount equal to $175 million.  In
        satisfaction of each claim, each holder will receive its
        pro rata share of: (a) a $30.6 million cash payment from
        the proceeds of new second lien secured notes to be issued
        by Nebraska Book; (b) the new unsecured notes with a face
        value of $120 million; and (c) 78% of the New Common
        Equity.  The OpCo Notes refer to $175 million of senior
        subordinated notes that require semi-annual interest
        payments at a fixed rate of 8.625% and mature on March 15,
        2012.  As of the Petition Date, the outstanding principal
        balance of the OpCo Notes was $175 million.  BNY Midwest
        Trust Company serves as trustee under the OpCo Indenture;

     -- Claims under the so-called Acqco Notes will be allowed in
        an aggregate amount equal to $77 million. In satisfaction
        of each claim under the AcqCo Notes, each holder will
        receive its pro rata share of 22% of the New Common
        Equity.  The AcqCo Notes refer to $77 million of senior
        discount notes that require semi-annual interest payments
        which began on Sept. 13, 2008, at a fixed interest rate of
        11% and mature on March 15, 2013.  As of the Petition
        Date, the outstanding principal balance of the AcqCo Notes
        was $77 million;

     -- Trade creditors and all other general unsecured claims
        will be paid in full;

     -- The Debtors' existing equity interests will be cancelled
        and holders may be issued New Warrants if Weston Presidio
        and each of its affiliates which are Holders of HoldCo
        Interests either (i) executes a joinder to the Plan
        Support Agreement which binds at least 90% in amount of
        the Holdco Interests to support the Restructuring
        Transactions, or (ii) does not object to the Plan
        evidencing the Restructuring and votes to accept the Plan.

Weston Presidio relates to a group of jointly managed private
equity funds, including Weston Presidio Capital III, L.P., Weston
Presidio Capital IV, L.P., WPC Entrepreneur Fund, L.P., and WPC
Entrepreneur Fund II, L.P., which gained a controlling interest in
NBC Acquisition Corp., and hence in Nebraska Book, in 2004.

The Plan results in a full recovery by trade creditors and other
general unsecured creditors, other than the holders of OpCo and
AcqCo notes.

The RSA has an automatic termination clause.  It will terminate
automatically upon the Company's failure to complete a
Restructuring by Nov. 3, 2011.  The RSA also set other milestones
the Company must achieve related to the Chapter 11 process.

                    About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.


NEBRASKA BOOK: Taps Kurtzman Carson as Claims Agent
---------------------------------------------------
Nebraska Book Company and its debtor-affiliates seek permission to
employ Kurtzman Carson Consultants LLC as their notice and claims
agent.

The parties have entered into an engagement letter dated June 3,
2011.  Prior to the Petition Date, the Debtors paid KCC a $25,000
retainer.

Albert H. Kass, Vice President of Corporate Restructuring Services
of Kurtzman Carson, attests that his firm neither holds nor
represents any interest adverse to the Debtors' estates in
connection with any matter on which it would be employed and that
it is a "disinterested person," as referenced in section 327(a) of
the Bankruptcy Code and as defined in section 101(14).

KCC may be reached at:

          Attn: Drake D. Foster
          KURTZMAN CARSON CONSULTANTS LLC
          2335 Alaska Ave.
          El Segundo, CA 90245
          Tel: (310) 823-9000
          Fax: (310) 823-9133
          E-mail: dfoster@kccllc.com

                    About Nebraska Book Company

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the petition date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.


NEBRASKA BOOK: Moody's Cuts Senior Secured Notes to 'Caa2'
----------------------------------------------------------
Moody's Investors Service lowered NBC Acquisition Corp.'s
Probability of Default Rating to D from Caa3 and its Corporate
Family Rating to Caa3 from Caa2. At the same time, Moody's lowered
Nebraska Book Company's senior secured notes to Caa2 from B2, and
its senior subordinated notes to Ca from Caa3. NBC Acquisition
Corp. is the parent company of Nebraska Book Company.

Ratings lowered:

NBC Acquisition Corp

   -- Probability of Default Rating to D from Caa3

   -- Corporate Family Rating to Caa3 from Caa2

   -- $77 million senior unsecured notes to C (LGD 5, 82%) from Ca
(LGD 5, 79%)

Nebraska Book Company

   -- $200 million senior secured notes due to Caa2 (LGD 2, 12%)
from B2 (LGD 2, 12%)

   -- $175 million senior subordinated notes to Ca (LGD 3, 49%)
from Caa3 (LGD 3, 46%)

RATINGS RATIONALE

The downgrade of NBC Acquisition Corp.'s probability of Default
rating to D reflects the Chapter 11 bankruptcy filing by the
company and its subsidiaries including Nebraska Book Company.
Subsequent to today's actions, Moody's will withdraw the ratings
because NBC Acquisition Corp and Nebraska Book Company have
entered bankruptcy. Please refer to Moody's Withdrawal Policy on
moodys.com.

The principal methodology used in rating NBC Acquisition Corp was
the Global Retail Industry Methodology, published December 2006.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published June 2009.

Headquartered in Lincoln, NE, Nebraska Book Company operates 280
college bookstores and is also a wholesale distributor of used
college textbooks. Revenues for the latest 12-month period ended
Dec. 31, 2010 were approximately $608 million.


NEBRASKA BOOK: S&P Lowers Ratings on Debt Issues to 'D'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lincoln. Neb.-based NBC Acquisition Corp. and its wholly
owned operating subsidiary, Nebraska Book Co. Inc., to 'D' from
'CCC'.  All issue-level ratings on the company's debt issues
were also lowered to 'D'. The recovery ratings on the company's
debt issues remain unchanged.

The 'D' rating on NBC Acquisition follows the company's filing for
Chapter 11 bankruptcy protection. "NBC Acquisition will have
access to $200 million of debtor-in-possession financing and cash
on hand (about $20 million at June 26, 2011), which we expect will
allow it to maintain operations during the Chapter 11
restructuring while the company addresses its capital structure.
As of Dec. 31, 2010 (the company's third quarter), the company had
reported debt of $469.8 million and revenues for the last 12
months of $607.8 million," S&P said.


NEWLAND INT'L: Fitch Cuts Rating on Senior Secured Notes to 'B-'
----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the notes issued by
Newland International Properties, Corp.:

   -- US$220 million senior secured notes downgraded to 'B-sf'
      from 'Bsf'.

The transaction remains on Rating Watch Negative due to continuing
concerns over further delivery delays, and to monitor the buyers'
willingness and ability to close on units upon delivery. Newland
International Properties, Corp. is developing the Trump Ocean Club
International Hotel & Tower, a multi-use tower located on the
Punta Pacifica Peninsula in Panama City, Panama.

The downgrade of the transaction is attributed to the ongoing
construction and delivery delays, an additional USD$20 million in
cost overruns, and new defaults. Unit delivery has been further
delayed and this may cause pressure in meeting future debt
payments which will include principal amortizations starting in
November 2011.

The ability of buyers to obtain mortgage financing, if needed,
continues to be a concern. Since buyers do not need to show proof
of their ability to pay until the certificate of occupancy is
presented, it is difficult to track the potential for unit
defaults upon delivery. However, given that the project is
completed, Fitch expects this to become more apparent over the
next few months as more units start closing.

The unit delivery process is projected to be completed in phases
over the next few months and the opening of the hotel is expected
to be in early July 2011.

During 2011, five more units were classified as defaulted; since
inception a total of 39 units have been defaulted. These
recognized defaults, in conjunction with limited receivables
generated in 2011 and additional collections, resulted in an
approximate decrease of nearly $13 million in eligible receivables
to $204.3 million, making the project more sensitive to future
buyer defaults and dependent upon new unit sales to repay the
notes. Due to the delays in unit delivery, Newland has less time
to attempt to resell any defaulted units, and this may lead to
issues with future debt service payments.

As of June 21st, 2011 the debt reserve account is replenished as
required under the documents with a current balance of $10.5
million; however, principal payments will begin in November. There
is a concern that if the actual closing dates continue to be
pushed out and collections coming from the confirmed units drop
below the projected amount due to defaults, it will be more
difficult for Newland to meet the November debt service payment of
$41.9 million ($31.4 million in principal and $10.5 million in
interest).

In addition, Fitch is increasingly concerned with the project's
ability to meet the overall debt outstanding and the associated
interest expense as the expected life of the project has been
extended. Based on current eligible receivables, costs overruns
and discounted inventory prices, it is possible total assets might
not be able to cover the debt outstanding due to the increase in
carrying costs. This risk can be mitigated if the bond prepays
prior to maturity and if inventory is sold at sufficiently higher
prices.


NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'BB-'
-------------------------------------------------------------
Fitch Ratings has upgraded NOVA Chemicals Corporation's Issuer
Default Rating to 'BB-' from 'B+' and its senior unsecured debt
ratings to 'BB-' from 'B+/RR4'. The ratings for the senior secured
bank credit facility have been affirmed at 'BB+'. The Ratings
Outlook is revised to Positive from Stable.

The upgrade is based on NOVA's strong operating performance over
the past several quarters and its significantly improved credit
profile following its acquisition by Abu Dhabi-based International
Petroleum Investment Company (IPIC; Fitch IDR of 'AA/F1+') in
2009.

NOVA benefits from robust demand and tight supply in its core
Olefins/Polyolefins segment, which mainly produces ethylene and
polyethylene. The resulting favorable pricing environment coupled
with low costs for light, natural gas-based feedstock enable high
operating profits and margins. In the last 12 months (LTM) to
March 31, 2011, NOVA had operating EBITDA of approximately $1
billion, corresponding to a margin of 20.8%, based on $4.8 billion
revenues from continued operations.

The company's performance resulted in significant LTM free cash
flow of $421 million, based on $580 million cash flow from
operations and $159 million capital expenditures. Fitch expects
NOVA to continue to generate meaningful free cash flow in 2011.

In 2010, NOVA repaid its C$250 million notes. Repayment and
stronger operating performance reduced the company's gross balance
sheet debt to EBITDA leverage to 1.7 times (x). Gross balance
sheet debt of $1.7 billion includes $166 million outstanding
balance under the company's accounts receivables securitization
program, which the company now reports on the balance sheet.

The strengthening of the company's credit profile partially
mitigates the key ratings constraints, the price volatility and
the demand and supply cyclicality of commodity chemicals. Prices
for the company's commodity products sold to third party customers
(ethylene, polyethylene, polystyrene and by-products) are volatile
as they follow the cyclicality of the industry, which is not only
influenced by the economic demand cycle but also by the industry's
supply dynamics.

Typically, capacity additions come in very sizeable increments and
are often executed by multiple industry participants at the same
time. After these additions have come online, it often takes
multiple years to absorb the resulting supply glut. Based on
current announcements, North American ethylene production could
see up to 4.5 million metric tons of additional capacity coming
online by 2017. If fully completed, these additions would
correspond to approximately 17% of the capacity and would have the
potential to reverse the currently favorable pricing environment.

Another rating constraint is the underperformance of the company's
Performance Styrenics division, which had only $81 million
revenues and $3 million operating profit in the first quarter of
2011. The lack of critical mass became even more pronounced after
the divestiture of NOVA's stake in the INEOS NOVA joint venture,
which mainly produced styrene and polystyrene. NOVA completed the
sale of the joint venture in the first quarter of 2011 and
received EUR47 million, which is still subject to certain pension
liability adjustments. NOVA continues to evaluate and to explore
strategic options for the Performance Styrenics business unit.

NOVA has sizeable short-term debt maturities of $567 million,
including the company's $400 million senior unsecured notes due
2012 and outstanding balances under the accounts receivables
securitization program also due 2012. Medium-term major maturities
are the $400 million senior unsecured notes due 2013. Long-term
maturities include the $350 million notes due 2016, $350 million
notes due 2019 and $100 million notes due 2025. Fitch expects NOVA
to opportunistically address the short-term and the 2013
maturities either by refinancing or repaying the notes with cash
on-hand.

The Positive Outlook is based on Fitch's expectation that the
favorable ethylene and polyethylene industry dynamics in North
America will remain in place over the next several quarters. Costs
for light feedstock are expected to remain low and, despite the
announced capacity additions, supply should remain tight. Fitch
expects that NOVA will continue to generate meaningful profits and
cash flows over these quarters as the announced capacity additions
will come online only gradually and over an extended period of
time.

NOVA has robust liquidity that will enable the company to fund
working capital and capital expenditure requirements and to
withstand less favorable industry conditions, if a reversal of the
positive dynamics were to occur. At March 31, 2011, NOVA had
liquidity of $958 million, consisting of $382 million cash on-hand
and $576 million available under its syndicated and bilateral
credit facilities.

NOVA's main $425 million senior secured credit facility, which
matures in November 2013, is governed by a senior-debt-to-cash-
flow covenant of maximum 3x and a debt-to- capitalization covenant
of maximum 60%. NOVA was in compliance with these covenants at
March 31, 2011. Fitch expects the company to remain in compliance
throughout the lifetime of the facility. The facility is secured
by the net book value of assets in Canada, including NOVA's
interest in the Joffre, Alberta chemical complex and the Corunna,
Ontario facility. The value of the collateral justifies the two
notches rating differential over the IDR and the senior unsecured
debt.

In addition, NOVA has $170 million senior unsecured bilateral
revolving credit facilities, which are not governed by the
financial covenants. Of these facilities, $30 million expires in
September 2011, $40 million in September 2013 and $100 million in
September 2015. Additional liquidity comes from the company's $200
million A/R securitization program, which is governed by the same
set of financial covenants as the $425 million secured facility,
and a $60 million bilateral letter of credit facility.

The Positive Outlook also incorporates potential upside from a
series of agreements and memorandums of understanding with energy
and pipeline companies to enhance the availability of cost-
competitive light feedstock at NOVA's production facilities. In
fiscal 2010, NOVA ran its main Joffre, Alberta production complex
below nameplate capacity due to limited availability of ethane,
which was derived from natural gas flow to the U.S. from Canada.
Alternative supply from sources ranging from North Dakota to
Canadian oil sand upgrade facilities for the Joffre, Alberta
complex and to the Marcellus Shale Basin for the Corunna, Ontario
facility, will come online beginning in 2012. The anticipated
incremental supply of light feedstock will allow NOVA to operate
its facilities at full capacity during periods of buoyant demand
for its olefins and polyolefins products.

Catalysts for an upgrade would be strong operating profits and
cash flows over the next several quarters with proceeds used to
further reduce the company's leverage.

Catalysts for a Stable Outlook or Negative rating action would be
a deterioration of the supply/demand balance, particularly against
the backdrop of additional capacity coming online in North
America, or a return to recessionary economic concessions which
would reverse the company's recent operating and financial
performance.

Fitch upgrades these ratings for NOVA:

   -- Long-term IDR to 'BB-' from 'B+';

   -- Senior unsecured revolving credit facilities to 'BB-' from
      'B+/RR4';

   -- Senior unsecured notes and debentures to 'BB-' from
      'B+/RR4'.

This rating has been affirmed:

   -- Senior secured revolving credit facility at 'BB+'.

The Rating Outlook is Positive.


ONE PELICAN: Files Schedules of Assets & Liabilities
----------------------------------------------------
One Pelican Hill Road North LP filed with the U.S. Bankruptcy
Court for the Northern District of Nevada, its schedules of assets
and liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property                  Unknown
B. Personal Property           $4,248,963
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $$29,805,822
E. Creditors Holding
   Unsecured Priority
   Claims                                                   $6,340

F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $4,180,673
                              ------------         --------------
      TOTAL                     $4,248,963           $33,992,873

One Pelican Hill Road North LP, aka Villa del Lago, owns a 12.5-
acre hillside property, once valued as high as $87 million,
featuring a 17,000-square-foot, three-story mansion, a private
lake, tennis court, vineyard and horse stables.  It filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-17998) on
June 6, 2011, to halt a foreclosure sale by OneWest Bank that had
been scheduled for June 20.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., at Winthrop Couchot PC, serves as the Debtor's bankruptcy
counsel.  Spach Capaldi & Waggaman, LLP, serves as the Debtor's
special litigation counsel.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Corey Gulbranson, managing member of VDL One Pelican
Hill, LLC, its general partner.


ORANGE COUNTY EMPLOYEES: Head Sentenced to 3 Years in Prison
------------------------------------------------------------
The Associated Press reports that Sandra H. Cooper, the head of
Orange County Employees Federal Credit Union, has been sentenced
to more than three years in prison after pleading guilty earlier
this year to federal charges relating to embezzlement.

The AP says Ms. Cooper, who was also ordered to pay restitution of
$1.17 million, could have received up to 10 years.

In February, the AP relates, Ms. Cooper pleaded guilty to money
laundering in federal court in Beaumont.

The AP, citing court documents, relates that federal officials
said the president of the Orange County Employees Federal Credit
Union embezzled almost $1.2 million over 4 1/2 years.  The federal
insurer of credit union funds determined that the credit union was
insolvent last June, the AP discloses.

Ms. Cooper must surrender to the U.S. Marshals Service on July 8,
the AP adds.

Orange County Employees Federal Credit Union is a Southeast Texas
government employees' credit union.


ORLANDO, FLA: Fitch Affirms 'B' Rating on TDT Revenue Bonds
-----------------------------------------------------------
In the course of routine surveillance, Fitch Ratings has taken
these rating actions on the city of Orlando, Florida's bonds:

   -- $187.8 million tourist development tax revenue bonds,
      series 2008A affirmed at 'BB+';

   -- $33.4 million TDT revenue bonds, series 2008B affirmed at
      'B'.

The Rating Outlook is Stable.

Rating Rationale:

   -- The 'BB+' rating on the series 2008A bond reflects slim debt
      service coverage. While current year pledged revenues are
      expected to hover around 1 times (x) debt service coverage
      over the next few years, continued growth is required to
      maintain coverage levels once installment payments cease at
      the end of fiscal 2018.

   -- The 'B' rating on the series 2008B bonds incorporates
      Fitch's expectation that liquidity reserve revenues, and
      potentially debt service reserve revenues, will be needed to
      make debt service payments as future TDT revenue growth is
      needed to prevent a default on the series 2008B bonds.

   -- The ratings reflect the high leveraging of the revenue
      stream.

   -- Fitch believes the long-term profile of Orange County's
      tourism industry remains strong.

Key Rating Drivers:

   -- Continued stabilization of TDT revenue as well as meaningful
      recovery over the next few years.

   -- The exhaustion of the liquidity reserve for series 2008B
      bonds would put downward pressure on the rating.

Security:

The bonds are limited obligations of the city secured by the
discrete trust estate, including pledged funds, for each
respective series of bonds. Pledged funds include revenues
provided from 50% of a one cent TDT collected countywide and
remitted to the city according to an interlocal agreement, levied
county-wide on hotel stays, plus a fixed installment equal to $2.8
million available through 2018. The one cent TDT is a component of
the total of the six cent TDT that is levied county-wide for a
variety of purposes. Pledged funds are allocated to each trust
estate of the three series of bonds (only two of which are rated
by Fitch) according to a flow of funds with revenues distributed
to each trust estate according to the seniority of the series.
Legal provisions include a dedicated liquidity reserve and debt
service reserve fund for each series with each established at 50%
of respective maximum annual debt service (MADS).

Credit Summary:

Pledged revenues have fluctuated significantly in recent years due
to volatility in TDT collections, which declined 15.5% in bond
year 2009. Additional pledged revenues from fixed installment
payments accounted for 18.8% of total pledged revenues in BY2010
and provided a small degree of stability. Signs of stabilization
are apparent in recent months with year over year growth in each
of the past 15 months. Annual TDT collections increased 3.4% in
BY2010 while pledged revenues increased 10.2% due to BY2009
including only 11 months of collections. Year to date BY2011 total
pledged revenues through the first eight months of collections are
up 12.5% with TDT revenues up 15.4%.

Fitch reviews coverage of each biannual debt service payment in
accordance with the flow of funds and timing of receipts given the
thin margins. Based on BY2010 revenues, pledged revenues are
expected to provide well over 1x coverage on the series 2008A
bonds for the first annual debt service installment payment (May
1) while revenues need to increase a moderate 2.2% in the second
half of the year to cover 1x series 2008A debt service on the
second debt service installment payment (Nov. 1) through fiscal
2013. Receipts collected for the first two months of the second
half of the year in BY2011 indicate that growth will likely occur,
barring any future downturn in collections. Series 2008A also has
a dedicated liquidity reserve and debt service reserve account
cash funded each equal to 50% MADS.

Annual second half growth ranging from 5.1% for fiscal 2011 to
16.3% for fiscal 2013 would be needed from BY2010 levels to meet
1x debt service coverage for series 2008B. In accordance with the
flow of funds, the city would continue using the series 2008B
liquidity reserve, currently cash funded at $0.9 million, equal to
35% of MADS, followed by the 2008B debt service reserve account,
cash funded at 50% MADS.

Debt service is relatively level for series 2008A while debt
service is slightly ascending for series 2008B until fiscal 2016.
Additional pledged revenue growth is necessary over the medium
term to accommodate the loss of installment payments beginning in
fiscal 2019.

Legal provisions include a cross-default clause creating a
technical default for all series of bonds (series 2008A, series
2008B and series 2008C; series 2008C is not rated by Fitch) if any
of the three have an event of default. In an event of default, the
flow of funds allows for bond payments to continue, ensuring
senior bonds could still be paid even though an event of default
would be triggered.

Located in central Florida, Orange County's economy is broad and
diverse. Having expanded from its traditional base of tourism, the
economy now includes professional and business services,
education, health care, and biotech. Tourism does continue to play
a pivotal role in the area economy with Universal Studios, Sea
World and Disney World all located within the county and continues
to expand with Universal Studios' opening of the 'Wizarding World
of Harry Potter' last spring. The 9.8% April 2011 unemployment
rate for the county is down from 10.6% a year prior, driven by
strong gains in total employment outpacing labor force growth.


PARMALAT S.P.A.: Grant Thornton Wants Suit Tried in Federal Court
-----------------------------------------------------------------
Parmalat Capital Finance Limited and Dr. Enrico Bondi, who was
appointed Extraordinary Commissioner in each of the Parmalat
cases, asked the U.S. District Court for the Southern District of
New York to abstain from hearing the two lawsuits they filed
against Grant Thornton International and Grant Thornton, LLP, and
remand the cases to the Cook County, Illinois state court where
they were originally filed.

The Grant Thornton Entities assert that the Court should refuse
mandatory abstention and allow the cases to proceed in federal
court.

Grant Thornton argues that Section 1334(c)(2) of the Judiciary
and Judicial Procedures Code is inapplicable because the action
could have been commenced under Section 1367, as confirmed by
Achtman v. Kirby, McInerney & Squire, 464 F.3d 328 (2d Cir.
2006).  In Achtman, the Second Circuit affirmed a Section 1367
jurisdiction over a state-law action by federal securities class
members against the class attorneys for malpractice in the
federal action.

Because Plaintiffs cannot defeat this argument on the merits,
they have devoted most of their efforts to constructing
procedural roadblocks, James L. Bernard, Esq., at Stroock &
Stroock & Lavan LLP, in New York, on behalf of Grant Thornton,
contends.

"True, Defendants did not make this alternative argument when
abstention was briefed initially, and once the matter was decided
in their favor, they did not -- and were not required to -- make
an alternative argument for keeping the case in federal court,"
Mr. Bernard says.  Nevertheless, by its terms and spirit, the
Second Circuit's mandate allows the District Court to consider an
independent ground for denying mandatory abstention, whether or
not it was raised and considered before.

Mr. Bernard adds that even if the mandate were more limited, any
waiver still may be forgiven and new issues considered.  There is
ample ground, he asserts, for doing that in this case.

Plaintiffs contend that this issue, if raised earlier, might have
spared the Second Circuit an unnecessary timeliness inquiry.

Mr. Bernard argues that if that is true, it remains true today.
He relates that in the interest of efficiency -- and in order to
avoid the unnecessary re-litigation of merits issues that
Plaintiffs have promised if this case is sent to state court --
the Court can and should consider the argument.  He further
argues that Plaintiffs fare no better on the merits of the
question.

Mr. Bernard explains that the Second Circuit has clearly held
that supplemental jurisdiction can extend not only to claims
within a single action but to claims in a separate action that
arise from a common nucleus of operative fact.  He says that
there can be no doubt that the claims in the securities action
and these actions share a common nucleus of fact -- as evidenced
by the common briefing on key issues and their consolidation for
pretrial proceedings.

The settlement of the securities action is irrelevant; the
language of Section 1334(c)(2) plainly poses a backward-looking,
hypothetical question -- that is, whether Plaintiffs' actions
could have been commenced in federal court on some basis other
than Section 1334.

"[The] Plaintiffs' suggestion that this Court would have declined
to exercise supplemental jurisdiction only presupposes its
existence," Mr. Bernard says.

Thus, abstention is not mandatory because these actions "could
have been commenced" in federal court under Section 1367, Grant
Thornton contends.

On behalf of the Plaintiffs, Kathleen M. Sullivan, Esq., at Quinn
Emanuel Urquhart & Sullivan LLP, in New York, points out that
during the six-plus years since Grant Thornton removed the
Plaintiffs' actions to federal court, they never argued for a
jurisdictional basis other than Section 1334(c)(2) until filing
their opposition.  She contends that since Grant Thornton never
advanced that argument, neither the Court nor the Northern
District of Illinois nor the Second Circuit addressed it.

Instead, those courts addressed the principal argument that Grant
Thornton did make: that the actions cannot be timely
adjudicated[] in a State forum of appropriate jurisdiction,
Ms. Sullivan says.  She points out that the Second Circuit spent
months preparing a ruling definitively explicating the meaning of
"timely adjudicated," which the Circuit viewed as "a matter of
first impression."

After setting forth its understanding of "timely adjudicated,"
the Circuit returned the cases to the Court under a narrow
mandate, instructing that: (1) the district court should
determine whether these cases can be timely adjudicated in
Illinois state court at the present time; and (2) the district
court should also consider which party should bear the burden to
show that these matters cannot be timely adjudicated in state
court.

Ms. Sullivan argues that accepting Grant Thornton's newly minted
argument would render the Circuit Court's efforts for naught by
disposing of the case on a ground that would render the timely
adjudication inquiry unnecessary.  She further argues that Grant
Thornton's tactic, which would subvert efficient adjudication and
the proper relationship between the District Court and the
Circuit, is foreclosed by numerous Second Circuit precedents
holding that an appellee who fails to present an argument to the
Circuit has waived the argument for purposes of future
proceedings.

"Those precedents, which Defendants tellingly ignore in favor of
a distinguishable 1978 district court decision, require a finding
of waiver here," Ms. Sullivan says.

Even if Grant Thornton's waiver could somehow be excused, their
invocation of Section 1367 as an alternative basis for federal
jurisdiction is wrong on the merits, Ms. Sullivan asserts.  She
explains that these actions, unlike federal securities cases,
involve a novel or complex issue of state law, namely, the in
pari delicto defense, and different time periods and elements.

For these reasons, the Plaintiffs ask the District Court to
abstain from hearing the cases under Section 1334(c)(2) and
remand them to Illinois state court.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represented the
Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PARMALAT S.P.A.: Lazio Court Upholds Enforcement Proceedings
------------------------------------------------------------
By means of the decision n. 4982/2011, issued on 1 June 2011, the
2nd Division of the Regional Administrative Court of Lazio (TAR
Lazio), this month partially upheld the petitions for the
enforcement proceedings (ricorsi per ottemperanza) filed by Ariete
Fattoria Latte Sano and by the Municipality of Rome against
Parmalat.

The Regional Administrative Court of Lazio has acknowledged
the previous decisions issued by the same Court and by the
Administrative Court of Appeal (Consiglio di Stato) pursuant to
which such Courts stated the invalidity of the transfer by the
Municipality of Rome to Cirio S.p.A. of Centrale del Latte, which
was subsequently acquired by Parmalat.  However, the Regional
Administrative Court of Lazio has rejected, for lack of
jurisdiction, both the petition for the seizure (sequestro
conservativo) of the Centrale del Latte's shares owned by
Parmalat and the petition for the return (ordine di restituzione)
of the same shares to the Municipality of Rome.  The subject
matter will be judged by the Civil Court which has been requested
by Parmalat, by means of a writ of summon on February 2011, to
ascertain that the abovementioned shares belong to Parmalat for
having acquired such shares subsequently to their transfer by the
Municipality of Rome to Cirio, regardless of the statement of
invalidity of the latter transfer as subsequently issued.

By means of the same decision, the Regional Administrative Court
of Lazio has upheld the petition by Ariete Latte Sano and has
therefore ordered the Municipality of Rome to pay euro
8,000,000.00 plus interests and revaluation.

                      About Parmalat S.p.A.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can
be stored at room temperature for months.  It also has about 40
brand product lines, which include yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court declared the units insolvent.

On June 22, 2004, Dr. Bondi, on behalf of the Italian entities,
sought protection from U.S. creditors by filing a petition under
Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
04-14268).

Parmalat's U.S. operations filed for Chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer,
Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represented the U.S. Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Three special-purpose vehicles established by Parmalat S.p.A. --
Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food
Holdings Ltd. -- commenced separate winding up proceedings before
the Grand Court of the Cayman Islands.  Gordon I. MacRae and James
Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed a Sec. 304
petition (Bankr. S.D.N.Y. Case No. 04-10362).  Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey,
Esq., at Janvey, Gordon, Herlands Randolph, represented the
Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presided over the Parmalat Debtors'
U.S. cases and Sec. 304 cases.  In 2007, Parmalat obtained a
permanent injunction in the Sec. 304 cases.


PEGASUS RURAL: Court Approves Epiq Hiring as Claims Agent
---------------------------------------------------------
Pegasus Rural Broadband LLC and its debtor-affiliates sought and
obtained Bankruptcy Court permission to employ Epiq Systems Inc.,
as their claims, noticing and balloting agent.

The Debtors said engaging an independent third party to act as
agent of the Court and the Clerk's office is the most effective,
efficient and cost-conscious manner by which to distribute
notices, process proofs of claim, assist in the balloting process
and perform other related administrative tasks for their cases.
The Debtors said they have more than 200 creditors and other
potential interested parties and the Clerk's office is not
equipped to distribute notices, process all of the proofs of claim
filed, and assist in the balloting process.

Epiq attest that it is a "disinterested person" within the meaning
of Sec. 101(14) of the Bankruptcy Code.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Jonathan M.
Stemerman, Esq., Neil Raymond Lapinski, Esq., and Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  Epiq Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PEGASUS RURAL: Taps Elliott Greenleaf as Bankruptcy Counsel
-----------------------------------------------------------
Pegasus Rural Broadband LLC and its debtor-affiliates sought
Bankruptcy Court permission to employ Elliott Greenleaf as their
bankruptcy counsel under a general retainer.

The Debtors said attorneys at Elliott Greenleaf have become
familiar with their business affairs and capital structure,
without elaborating.

Elliott Greenleaf was paid a $150,000 retainer on June 8 by the
Debtors' parent, Xanadoo Company.  Elliott Greenleaf also received
from the Debtors $13,595 within 90 days preceding the petition
date, leaving, according to papers filed by the Debtors, a
retainer balance of $136,405, which was paid in advance of or
contemporaneously with services rendered in preparation for the
bankruptcy filing.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Jonathan M.
Stemerman, Esq., Neil Raymond Lapinski, Esq., and Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  Epiq Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PEGASUS RURAL: Hiring NHB Advisors as Financial Advisors
--------------------------------------------------------
Pegasus Rural Broadband LLC and its debtor-affiliates require the
services of NHB Advisors Inc. as their financial advisors, to
assist in evaluating the Debtors' businesses during the Chapter 11
cases.

The Debtors propose to pay NHB its customary hourly rates:

          Edward T. Gavin, CTP          $550 per hour
          Ross Waetzman, CIRA           $375 per hour

From time to time, other NHB principals, advisors and associates
may be involved in the case as needed.  Hourly rates for these
principals, advisors and associates range from $250 to $600 per
hour.

Edward T. Gavin, CTP, attests that NHB has no connection with, and
holds no interest adverse to, the Debtors, their estates, their
creditors, or any interested party.  NHB may be reached at:

          Edward T. Gavin
          NHB ADVISORS, INC.
          919 Market Street, Suite 1410
          Wilmington, DE 19801
          Tel: (302) 655-8997
          Fax: (302) 655-6063
          E-mail: tgavin@nhbteam.com

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Jonathan M.
Stemerman, Esq., Neil Raymond Lapinski, Esq., and Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  Epiq Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PEGASUS RURAL: Final Hearing on $1.6-Mil. DIP Loan on Sept. 8
-------------------------------------------------------------
The Bankruptcy Court will convene a final hearing Sept. 8, 2011,
on the request of Pegasus Rural Broadband LLC and its debtor-
affiliates to obtain up to $1.6 million in postpetition secured
financing from parent Xanadoo Company.  The DIP Note charges 12.5%
interest and matures Dec. 11, 2012.  The DIP Note may terminate in
the event the Debtors obtain DIP financing from another entity
without Xanadoo Co.'s prior consent.

At the September hearing, the Court will also consider final
approval of the Debtors' request to use cash collateral securing
obligations to prepetition lenders.

The Debtors owe $52 million to Beach Point Capital Management LP
pursuant to secured notes that matured in May 2011.  The Debtors
said they currently have assets with total market value in excess
of $200 million.  They estimate their total current liabilities,
including the Beach Point claim, to be $66.34 million.

In their motion for approval of the DIP Note, the Debtors noted
they have prepared a 13-week budget that calls for $1.6 million to
sustain operating and administrative expenses through Sept. 9,
2011.  The Debtors said there is substantial equity cushion and
Beach Point is substantially oversecured and is not in need of
additional assurances.

The DIP Note is secured by liens on the Debtors' assets, including
avoidance actions under Chapter 5 of the Bankruptcy Code.

The DIP Lender is represented by:

          Michael B. Jordan, Esq.
          DRINKER BIDDLE & REATH LLP
          One Logan Square, Suite 2000
          Philadelphia, PA 19103
          Tel: (215) 988-2802
          Fax: (215) 988-2757
          E-mail: Michael.Jordan@dbr.com

Counsel to Beach Point are:

          Mark Shinderman, Esq.
          Neil Wertlieb, Esq.
          MILBANK, TWEED, HADLEY & MCCLOY LLP
          601 S. Figueroa Street, 30th Floor
          Los Angeles, CA 90017
          Tel: 213-892-4411
          E-mail: mshinderman@milbank.com
                  nwertlieb@milbank.com

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Jonathan M.
Stemerman, Esq., Neil Raymond Lapinski, Esq., and Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  Epiq Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.


PERKINS & MARIE: U.S. Trustee Appoints Creditors Committee
----------------------------------------------------------
Chapter11Cases.com reports that the United States Trustee
disclosed the appointment of the Official Committee of Unsecured
Creditors in the bankruptcy cases of Perkins & Marie Callender's
Inc. and its affiliated companies.

The members of the Creditors' Committee are:

       * The Coca-Cola Company
       * Wilmington Trust Company
       * Standard General Master Fund LP
       * News America Marketing
       * Luna Family Trust
       * Northgate Station, LP
       * Benjamin Monroy

                About Perkins & Marie Callender's

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Judge Kevin Gross presides over the case.  Robert S. Brady, Esq.,
and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt &
Taylor, LLP; and Mitchel H. Perkiel, Esq., Hollace T. Cohen, Esq.,
and Brett D. Goodman, Esq., at Troutman Sanders, LLP, serve as
bankruptcy counsel.  The Debtors' financial advisors are Whitby,
Santarlasci & Company.  Their claims agent is Omni Management
Group, LLC.

DIP lender Wells Fargo is represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.


PLATINUM PROPERTIES: Gets Court OK for Ordinary Course Lot Sales
----------------------------------------------------------------
Judge Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana gave Platinum Properties, LLC and
PPV, LLC permission, on a final basis, to sell lots in the
ordinary course of business, free and clear of liens.

Certain parties, including PNC Bank, National Association, Herman
& Kittle Properties, Inc., and the Indiana Bank of Trust Company
filed objections to the lot sales.

The PNC Objection is overruled, the Court ruled.

The IBT Objection is resolved by the agreement of the Debtors and
the order of the Court that except for the IBT projects Abney Glen
and Mt. Vernon Trails, the Debtors are authorized to sell lots in
the ordinary course of business.  The Debtors are not to sell
property at Abney Glen or Mt. Vernon Trails without the consent of
IBT or further Court order.

These sales by the Debtors constitute sales in the ordinary course
of business:

  (i) sales of individual lots to builders or homeowners;
(ii) sales of lots in bulk to builders;
(iii) entries into lot purchase agreements (LPAs) with builders
      for the take down of individual lots or serial bulk closings
      over a period of time; and
(iv) sales of parcels for the construction of church, multi-
      family, office, retail, or other non-residential use.

The Court finds that the HKP Transaction is an ordinary course of
business transaction and that Platinum is authorized to enter into
and consummate the HKP Transaction, with the Maple Knoll Project
being sold free and clear of liens.

As contemplated under the Interim Lot Sale Order, the Debtors and
most of the project lenders on the Debtors' real estate
development projects have reached agreements regarding appropriate
adequate protection of the lenders' security interest.  The
Stipulations provide that the lot sale proceeds will be
distributed per stipulated ratios to the Project Lenders for the
payment of certain indebtedness of Debtors to the Project Lenders
and to the Debtors to be used as operating capital.  A share of
the proceeds will also be placed into a segregated account of the
Debtors for the payment of professional fees incurred in the
Chapter 11 Cases.  The terms of the Stipulations are incorporated
in the Final Lot Sales Order as if fully set forth.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Platinum Properties estimated assets of up to $50 million
and liabilities of $100 million to $500 million.  Lawyers at Baker
& Daniels serve as the Debtors' bankruptcy counsel.


PLATINUM PROPERTIES: Wants to Sell 2 Properties to Lender
---------------------------------------------------------
Platinum Properties, LLC seeks permission from the U.S. Bankruptcy
Court for the Southern District of Indiana to sell two real
estates properties known as Abney Glen and Mount Vernon Trails to
Indiana Bank and Trust Company, free and clear of liens.

The Abney Glen Property is located in Carmel, Indiana.  The Mount
Vernon Trails Property is located in Fortville, Indiana.  Both
properties were appraised to have a cumulative as-is value of
$4.03 million.

The purchaser is the lender of the Properties.  The Properties are
cross-collaterized and secure the Debtor's total indebtedness to
IBT of $6.06 million.

IBT wants to purchase the Properties for the total amount of the
Indebtedness.  Upon the sale closing, IBT agrees to release the
balance of the Indebtedness and waive all claims against the
Debtor.

             About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer. Platinum acquires land, designs
the projects, obtains zoning and other approvals, and constructs
roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Platinum Properties estimated assets of up to $50 million
and liabilities of $100 million to $500 million.  Lawyers at Baker
& Daniels serve as the Debtors' bankruptcy counsel.


PURSELL HOLDINGS: Court OKs Stipulation on Cash Collateral Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approved a stipulation entered between Pursell Holdings, LLC, and
its secured lender
CUNA Mutual Insurance Society, authorizing the Debtor to:

   -- use the cash collateral; and

   -- provide adequate protection to CUNA.

Pursell Holdings, LLC gave its Promissory Note in the amount of
$3,400,000 to the lender on Dec. 12, 2006.  As of the Petition
Date, the outstanding principal amount of the Promissory Note
was approximately $2,833,606.

The Promissory Note is secured by Pursell Holdings' Deed of Trust
and Security Agreement and Fixture Financing Statement dated
Dec. 12, 2006.  The Promissory Note is further secured by Pursell
Holdings' Assignment of Leases and Rents dated Dec. 12, 2006.

The Debtor related that the real estate which is the subject of
the Deed of Trust was valued at $5,300,000 on Oct. 30, 2006.  The
Clay County Appraiser valued the real estate which is the subject
of the Deed of Trust at $5,011,500.00 as of Jan 1, 2011.  The
value of the real estate exceeds the amount due on the Promissory
Note.

The stipulation provides that the real estate taxes were current
as they are escrowed with Lender under the parties' agreements.
The three buildings have 14 tenants and three vacancies.  The
total rents actually generated per month are $49,737. (Of the
fourteen tenants, only one tenant with a monthly lease payment of
$1,830 has had any difficulty keeping its rent current and no
other issues affecting collection of rents is anticipated.)  The
Debtor is also marketing the remaining three spaces in these three
buildings.  The monthly payment, including an escrow for taxes and
insurance, is $39,500.

In the event the payments are not kept current, the lender may
assert a claim for default interest at 10.99% per annum, a 5% late
fee for all payments not made when due, and its attorneys fees and
expenses in this bankruptcy proceeding.  It is Pursell Holdings
intent to repay its unsecured creditors from the excess rents
generated by this and its other properties.  The real estate and
rents securing this loan are necessary to an effective
reorganization.

Pursuant to the stipulation, the Debtor agreed to provide for
adequate protection of lender's secured claim in the rents and the
real property by, among other things, periodic cash payments to
lender in the amount of $24,339 per month and real estate tax
escrow payments in the amount of $13,856 per month.  The Debtor
will also make all payments to its insurance carriers necessary to
maintain the insurance coverage now in force.

                     About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest develop among the creditors.


PURSELL HOLDINGS: Wants Until Sept. 6 to File Chapter 11 Plan
-------------------------------------------------------------
Pursell Holdings, LLC, asks the U.S. Bankruptcy Court for the
Western District of Missouri to extend its exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Sept. 6, 2011, and Nov. 7, respectively.

The Debtor anticipates it will file an initial plan prior to
July 8, but it will likely require amendments to address treatment
for some secured creditors and to address issues not yet resolved
in its claims objections.

The Debtor is seeking the extension out of an abundance of caution
but remains hopeful it can file a confirmable plan by the initial
deadline.

The Debtor is represented by:

         Frank Wendt, Esq.
         911 Main Street, Suite 2300
         Kansas City, MO 64105-5319
         Tel: (816) 292-7000
         Fax: (816) 292-7050
         E-mail: fwendt@brlawkc.com

                     About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


PURSELL HOLDINGS: Wants to Hire Cassidy Turley as Leasing Agent
---------------------------------------------------------------
Pursell Holdings, LLC, asks the U.S. Bankruptcy Court for the
Western District of Missouri for permission to employ Whitney
Kerr, Jr. and Cassidy Turley, Inc. as leasing agent.

The Debtor owns four buildings on the land known as Buckeye
Industrial Park, located in Kansas City, Missouri.  The four
buildings are all zoned M1-p and have these addresses:

   -- 3901 NE 33rd Terrace;

   -- 3939 NE 33rd Terrace;

   -- 3950 NE 33rd Terrace; and

   -- 4000 NE 33rd Terrace.

3901 is a precast concrete building with office front and drive-in
and dock access in the rear, allowing for two-story finish in the
front half of the building.

3939 is a precast concrete building, single story office
warehouse, with walk-in doors and office in the front and walk-in,
drive-in and dock access in the rear.

3950 and 4000 are precast concrete buildings, with drive-in access
on one side and dock doors on the opposite side.

The Debtor's primary business is leasing commercial space.  The
Debtor plans to lease any vacant spaces in 3901, 3939, 3950 and
4000 to tenants.

Mr. Kerr and Cassidy will secure tenants for any vacant spaces in
Buckeye Industrial Park, at 3901, 3939, 3950 and 4000.  The Debtor
relates that Mr. Kerr and Cassidy are not being employed to sell
Buckeye Industrial Park.  They are also not being employed for
lease renewals.

The term of the agreement between the Debtor and Cassidy is from
Jan. 1, 2011, until Dec. 31.

Cassidy will receive a commission of 6% of the total value of the
lease upon execution of a lease.  The payments are due upon
execution of a lease.

The Debtor adds that the commercial leases generally require first
and last months rent plus a damage deposit upon execution of the
lease.  Accordingly, the Debtor will have sufficient funds upon
execution of any lease to pay the amounts due to Cassidy.

To the best of the Debtor's knowledge, Mr. Kerr and Cassidy are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
disclosed $12,204,248 in assets and $23,382,741 in debts.
Affiliate Damon Pursell Construction Company filed a separate
Chapter 11 petition (Bankr. W.D. Mo. Case No. 10-44965) on
Sept. 15, 2010.

The U.S. Trustee said that a committee under 11 U.S.C. Sec. 1102
has not been appointed because an insufficient number of persons
holding unsecured claims against Pursell Holdings LLC have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.


RAILAMERICA INC: S&P Upgrades Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on U.S.
based RailAmerica Inc., including the corporate credit rating to
'BB-' from 'B+'. The outlook is stable.

"The upgrade reflects RailAmerica's improved cash flow adequacy
and asset protection measures resulting from debt reduction and
improved operating profitability," said Standard & Poor's ratings
analyst Anita Ogbara. "Over the past year, credit metrics have
improved due to earnings improvement as well as debt reduction
following the company's optional redemption of $74 million in
senior secured notes in 2010. Still, we expect the company to
remain acquisitive."

The ratings on RailAmerica reflect the company's aggressive
financial risk profile, capital intensity, and acquisitive growth
strategy. The company's position as the largest "short-line"
railroad company in the U.S. and its participation in the
relatively stable North American freight railroad industry
somewhat offset these weaknesses.  Fortress Investment Group LLC
acquired RailAmerica in February 2007.  RailAmerica completed an
IPO in October 2009. However, Fortress Investment Group retains
controlling interest and owns more than 55% of the outstanding
shares.

The outlook is stable. Given the rebound in freight volumes and
stable pricing, Standard & Poor's expects RailAmerica's earnings,
free cash flow, and liquidity to continue strengthening for the
next few quarters. "However, because of the company's acquisitive
growth strategy, we do not expect further debt reduction in the
near term," S&P said.


RAISSI REAL ESTATE: Lender Gets Assets; Ch. 11 Case Dismissed
-------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California dismissed the Chapter 11 case of
Raissi Real Estate Development, LLC.

On March 15, 2011,the Court granted secured creditor First
National Mortgage Company relief from the automatic stay, to
exercise all of its state law rights and remedies relative to the
Debtor's real property at 350 South Winchester Blvd., San Jose,
California.

Accordingly the Debtor sought dismissal of the Chapter 11 case.

The Debtor noted that once the foreclosure is complete, it will
own no assets, and there are no assets to administer in the
Chapter 11 case.

               About Raissi Real Estate Development

Santa Clara, California-based Raissi Real Estate Development, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-56855) on June 30, 2010.  John Walshe Murray, Esq.,
and Rachel Patience Ragni, Esq., at the Law Offices of Murray and
Murray, assists the Debtor in its restructuring effort.  The
Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


REPUBLIC MORTGAGE: S&P Lowers Financial Strength Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its insurer financial
strength ratings on Republic Mortgage Insurance Co. and Republic
Mortgage Insurance Co. of North Carolina to 'BB+' from 'BBB-'. The
outlook is negative.

"The rating downgrade reflects RMIC's diminished business and
capital position, currently weak earnings and poor earnings
prospects, and economic uncertainty, especially in the housing and
mortgage sector," said Standard & Poor's credit analyst Robert E.
Green. "While we believe that underwriting selectivity accounts
for some of the loss in RMIC's private mortgage insurance market
share, we think it also reflects a fundamental reduction in
demand. Two large national lenders have ceased doing business with
the company over its rescission practices. In the first quarter of
2011, RMIC's market share was 6.7%, down from about 11% in 2008.
We expect RMIC's market share to remain below historical levels."

The outlook on RMIC, generally consistent with the outlook on the
sector as a whole, is negative. "The macroeconomic environment
continues to reflect conditions that are preventing a more rapid
recovery in the jobs and housing markets. The housing markets
remain fragile and we expect home prices to decline through the
remainder of 2011. Although new notices of delinquency (NODs) have
continued trending downward and the problematic legacy vintages
continue to run off, the anemic recovery has caused NODs to remain
high," S&P noted.

"We expect operating losses to continue through 2012, albeit at
lower levels than in recent years. To the extent RMIC experiences
adverse deviation on its existing reserves resulting in operating
losses significantly above our expectations, we may lower the
ratings. Similarly, RMIC, consistent with most of its peers, faces
an increased risk of litigation associated with rescission
activity. Because of the extent of rescission activity that has
taken place during this loss cycle, adverse legal judgments could
hurt RMIC's profitability and capitalization," S&P related.

Should the economy slide back into a recession or unemployment
rise significantly, RMIC's operating losses could stay at
currently high levels or worsen, leading to reduced capital or
necessitating further capital contributions. "We could lower the
rating if the company, over the next 12 months, fails to make
substantial progress toward profitability. A loss ratio below 120%
would be indicative of such progress. If capital continues to be
depleted, our expectation is for further support from the group
sufficient to provide for payment of claim obligations and to
allow ongoing new business writings at the current low levels.
Likewise, should an adverse litigation judgment occur or
significant adverse reserve development take place, we would
expect further support from the group. Alternatively, we could
affirm the rating if we see an improvement in the macroeconomic
and mortgage environments that translates into a more solid
business position and a return to operating profitability over the
next year," S&P stated.


ROBB & STUCKY: Lease Decision Period Extended to July 25
--------------------------------------------------------
On June 20, 2011, the U.S. Bankruptcy Court for the Middle
District of Florida has extended the time within which Debtor Robb
& Stucky Limited LLLP must assume or reject unexpired leases
through and including July 25, 2011.

The Debtor will conduct a further hearing on July 25, 2011, at
11:00 a.m., to determine whether to extend the time to assume or
reject beyond July 25, 2011.

The Debtor conducted the auction on March 7, 2011, pursuant to the
Bidding Procedures Order.  The Debtor selected a joint venture
comprised of Hudson Capital Partners, LLC and HYPERAMS, LLC
(collectively, the "Agent") as the winning bidder for the rights
to conduct the liquidation sales at the Debtor's stores in
accordance with the Agency Agreement.

On March 10, 2011, the Agent commenced the "going out of business
sales" (the "GOB Sales") at the Debtor's stores.  The GOB Sales
are ongoing and the Agent is presently conducting GOB Sales in
approximately 7 retail locations.

                       About Robb & Stucky

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

Donald F. Walton, U.S. Trustee for Region 21, appointed the
Official Committee of Unsecured Creditors in the Debtor's case.
The Committee tapped Cooley LLP as its lead counsel; Broad and
Cassel as its local bankruptcy counsel; and BDO USA LLP as its
financial advisor.


ROTECH HEALTHCARE: Five Directors Elected at Annual Meeting
-----------------------------------------------------------
Rotech Healthcare Inc.'s Annual Meeting of Shareholders was held
on June 24, 2011.  The shareholders elected five members to the
Board of Directors, namely: (1) Arthur J. Reimers, (2) Philip L.
Carter, (3) James H. Bloem, (4) Edward L. Kuntz and (5) Arthur
Siegel.  The ratification of Deloitte & Touche LLP as the
Company's independent registered public accounting firm was
approved.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on $496.42
million of net revenue for the year ended Dec. 31, 2010, compared
with a net loss of $21.08 million on $479.87 million of net
revenue during the prior year.

The Company's balance sheet at March 31, 2011, showed
$296.20 million in total assets, $66.40 million in total
liabilities, all current, and a $285.40 million total
stockholders' deficiency.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As reported by the Troubled Company Reporter on March 10, 2011,
Moody's Investors Service upgraded Rotech Healthcare Inc.'s
Corporate Family Rating and Probability of Default Rating to
B2 from Caa1 in connection with the proposed refinancing of
the company's senior subordinated notes due 2012 with a new
$290 million of senior secured notes offering due 2018.  The B2
Corporate Family Rating reflects Moody's expectation that
the company will continue its trend of improving credit metrics
through better operating performance and small strategic
acquisitions.  Moody's expects credit metrics to be relatively
weak, albeit in line with the B2 rating with debt-to-EBITDA
leverage of approximately 4.9 times at the time of the
transaction.  However Moody's also expects additional de-
leveraging over time through EBITDA expansion and the generation
of modest free cash flow.


SCI REAL ESTATE: Wants More Exclusivity, Hopes for Consensual Plan
------------------------------------------------------------------
SCI Real Estate Investments, LLC, and Secured California
Investments, Inc., ask the U.S. Bankruptcy Court for the Central
District of California to extend their exclusive periods to file
and solicit acceptances for the proposed plan of reorganization
until Oct. 11, 2011, and Dec. 8, respectively.

The Debtors need more time to facilitate negotiations, which they
believe will lead to prompt confirmation of a consensual plan.
Soon after the commencement of these cases, the Debtors initiated
discussions with their largest creditors, Wells Fargo and First
Citizens Bank, regarding negotiations of a plan.

The Debtor scheduled a July 20 hearing for their requested
exclusivity extensions.

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.


SCI REAL ESTATE: Wants Until Sept. 9 to Decide on Leases
--------------------------------------------------------
SCI Real Estate Investments, LLC, and Secured California
Investments, Inc., ask the U.S. Bankruptcy Court for the Central
District of California to extend Sept. 9, 2011, the statutory
deadline to assume and assign, or reject a sublease agreement, as
amended.

On Sept. 11, 2007, Secured California entered with Tenet
Healthcare Corporation for the 10th floor of the building located
at 11620 Wilshire Boulevard, Los Angeles, California.  As provided
in the sublease, the sublessor leases the location in accordance
with that certain Office Lease dated March 19, 2002, between
11620 Wilshire Boulevard, LLC (landlord).  The subleased space
serves as the Debtors' administrative offices.  The sublease
terminates on the earlier of (a) Nov. 30, 2012, or (b) the date
the primary lease terminates.

The Debtors are negotiating a consensual plan with their creditors
and are not presently in a position to determine whether to
assume, assume and assign ore reject the sublease at this time.

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.


SCI REAL ESTATE: Court OKs Levene Neale as Committee's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of SCI Real Estate Investments, LLC, and Secured
California Investments, Inc., to retain Levene, Neale, Bender, Yoo
& Brill L.L.P. as its general bankruptcy counsel.

David L. Neale, a partner at LNBYB, told the Court that the firm
has not received a retainer for services to be rendered in the
case.

The hourly rates of the firm's personnel are:

         Mr. Neale              $595
         Daniel H. Reiss        $550

M. Neale assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

         David L. Neale, Esq.
         Daniel H. Reiss, 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: dln@lnbyb.com
                 dhr@lnbyb.com

                 About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.


SHELBRAN INVESTMENTS: Taps Marshall McIntyre as Property Appraiser
------------------------------------------------------------------
Shelbran Investments LP asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Marshall L.
McIntyre, M.A.I., as property appraiser, to provide real estate
property appraisal services.  Mr. McIntyre charges $125 per hour
for this engagement.

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

                    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.


SHILO INN SEASIDE: Status Conference Set for July 21
----------------------------------------------------
Bankruptcy Judge Vincent P. Zurzolo will hold a Chapter 11 Status
Conference in Shilo Inn Seaside Oceanfront LLC's bankruptcy case
on July 21, 2011, at 9:30 a.m., at Courtroom 1368, Roybal Federal
Building, 255 E. Temple Street in Los Angeles, California.

The Debtor is directed to file by July 7, 2011, a report on the
status of this reorganization case.  The Status Report must be
supported by admissible evidence in the form of declarations and
supporting documents and must:

     A. Provide an estimate of when the Debtor plans to file and
        serve a motion for order approving adequacy of disclosure
        statement and a motion for order confirming chapter 11
        plan;


     B. State whether deadlines should be set for filing proofs of
        claim and for hearings on objections to claims, and if so,
        what these deadlines should be;

     C. Disclose whether the Debtor has performed all of its
        duties under 11 U.S.C. Sections 521, 1106 and 1107 and if
        not, why;

     D. Describe concisely the post-petition operations of the
        Debtor, litigation in which the Debtor is involved and the
        status of the Debtor's efforts to reorganize;

     E. If the Debtor's proposed counsel is not filing documents
        electronically via CM/ECF, explain why not; and

     F. Disclose whether the Debtor has hired any professionals
        and, if so, whether the professional's employment has been
        approved by the Court. If the employment has not been
        approved, then explain why; and provide a budget of
        estimated fees and expenses to be incurred by the
        professionals employed at the expense of the estate;

The Debtor's failure to comply with any provision of the Court's
order may be deemed consent to the conversion or dismissal of the
case, or the appointment of a trustee.

                About Shilo Inn Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront LLC filed
for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-34669)
on June 7, 2011.  David B. Golubchik, Esq., at Levene Neale Bender
Rankin & Brill LLP, serves as the Debtor's bankruptcy counsel.  In
its petition, the Debtor estimated assets and debts of $10 million
to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.


SHILO INN SEASIDE: Sec. 341 Creditors' Meeting Set for July 18
--------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a Meeting of Creditors pursuant to 11 U.S.C. Sec.
341(a) in the bankruptcy case of Shilo Inn, Seaside Oceanfront
LLC, on July 18, 2011, at 1:15 p.m. at RM 2610, 725 S Figueroa
St., in Los Angeles.

                About Shilo Inn Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront LLC filed
for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-34669)
on June 7, 2011.  David B. Golubchik, Esq., at Levene Neale Bender
Rankin & Brill LLP, serves as the Debtor's bankruptcy counsel.  In
its petition, the Debtor estimated assets and debts of $10 million
to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.


SHORE HOUSE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shore House Cafe Inc.
        dba Shore House Cafe
        dba Harpoon Harry's
        16400 Pacific Coast Hwy Suite 103
        Huntington Beach, CA 92649

Bankruptcy Case No.: 11-18892

Chapter 11 Petition Date: June 23, 2011

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

Judge: Mark S. Wallace

Debtor's Counsel: Stephen Madoni, Esq.
                  LAW OFFICE OF STEPHEN A. MADONI
                  3700 Newport Beach Blvd., Suite 206
                  Newport Beach, CA 92663
                  Tel: (949) 723-7600

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

Estimated Debts: $50,001 to $100,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-18892.pdf

The petition was signed by David Bonadonna, chief financial
officer/secretary.


SIGNATURE STYLES: Creditors Seek Louder Voice in 'Tainted' Sale
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that private equity firm
Patriarch Partners is "going through the motions" of running a
competitive auction process for its Signature Styles LLC so it can
keep control of the women's-apparel retailer, according to
disenchanted unsecured creditors seeking a louder voice in the
process.

The Debtors have signed a deal to sell their assets to Artemiss,
LLC, an acquisition entity formed by an affiliate of New York-
based Patriarch Partners LLC, in return for the assumption of
specified debt, including $30 million owing on the term loan and
revolving credit.  The buyer will also honor some customer
obligations.

Entities related to Patriach hold the equity in the Debtors and
hold the secured debts.

Patriarch will provide up to $7 million in DIP financing --
consisting of a senior revolving credit facility -- for the
Chapter 11 case provided that the Debtors pursue an expedited 11
U.S.C. Sec. 363 sale process as contemplated in their stalking-
horse agreement.  The DIP financing will mature Aug. 15, 2011.

The deal is subject to higher and better offers at a bankruptcy
court sanctioned auction.  The stalking-horse purchase agreement
requires approval of bidding procedures by July 7 and approval of
a sale by Aug. 4.  The Debtors expect to consummate the sale
within 60 days from the Petition Date.

The Debtors said the sale to Patriarch will result in a
continuation of the Debtors' business and preserve more than 100
jobs.

                       About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.


SIGNATURE STYLES: Gets Nod to Employ Epiq as Claims Agent
---------------------------------------------------------
Signature Styles LLC and Signature Styles Gift Cards LLC won
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, LLC, as their
official claims, noticing and balloting agent, nunc pro tunc to
the Petition Date.

Among other things, Epiq will perform certain noticing functions,
assist the Debtors in analyzing and reconciling proofs of claim
filed against their bankruptcy estates, and assist the Debtors in
balloting in connection with any proposed Chapter 11 plan.

Epiq will be paid for its services as set forth in its and the
Debtors' Agreement.  The Debtors submit that the compensation is
reasonable in light of the services to be performed by Epiq as
Claims Agent.  The Debtors will also pay Epiq for all materials
necessary for Epiq's performance under the Agreement and any
reasonable out-of-pocket expenses.

The Debtors have provided Epiq a $20,000 retainer, which will be
applied first to prepetition fees and expenses incurred in
connection with these cases and then to subsequent bills for
postpetition fees and expenses.

Edward J. Kosmowski of Epiq attests that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          *     *     *

Judge Kevin Gross also approved the indemnification provisions of
the Agreement, subject to certain clarifications, including that
Epiq will not be entitled to indemnification, contribution, or
reimbursement for services other than the claims agent services
provided under the Agreement, unless those services and the
indemnification, contribution, or reimbursement are approved by
the Court.

If the Debtors' Chapter 11 cases are converted to cases under
Chapter 7 of the Bankruptcy Code, Epiq will continue to be paid
for its services until the claims filed in the Chapter 11 cases
have been completely processed, and that if claims agent
representation is necessary in the converted Chapter 7 cases, Epiq
will continue to be paid in accordance with Section 156(c) of the
Judiciary and Judicial Procedures Code, Judge Gross ruled.  He
adds that any Chapter 11 or Chapter 7 trustee, who may be
appointed in the cases, will not be obligated to employ Epiq.

                     About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.


SIGNATURE STYLES: Taps Western Reserve as Investment Banker
-----------------------------------------------------------
Signature Styles LLC and Signature Styles Gift Cards LLC seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Western Reserve Partners LLC as their
investment banker with respect to evaluating potential sales of
the Debtors' assets and other strategic alternatives, nunc pro
tunc to the Petition Date.

As investment banker, Western Reserve will identify and analyze
potential purchasers, advise and assist the Debtors in evaluating
the various structures of any purchase, assist in the evaluation
of any offers, advise and assist the Debtors in negotiating the
financial aspects of the Transaction, and otherwise assist with
the financial advisory and investment banking services that occur
within the context of a sale pursuant to Section 363 of the
Bankruptcy Code.

Because the Debtors are seeking to retain Western Reserve under
Section 328(a) of the Bankruptcy Code, the Debtors maintain that
Western Reserve's compensation should not be subject to review
under Section 330 of the Bankruptcy Code.  Western Reserve's fee
will consist of:

   -- "Retainer Fee," will be paid as initial engagement fee for
      $25,000, and which will be credited toward any Transaction
      Fee payable to Western Reserve;

   -- "Monthly Fee," will be paid monthly for $25,000, and which
      will be credited toward any Transaction Fee payable to
      Western Reserve;

   -- "Transaction Fee" for $100,000, which will be paid upon
      consummation of any Transaction;

   -- "Incentive Fee," will be paid for an amount equal to 7% of
      the amount by which the final Transaction Value exceeds the
      credit bid, as set forth in the asset purchase agreement
      between the Debtors and buyer; and

   -- "Expenses" - The Debtors will reimburse Western Reserve for
      all reasonable expenses it incurred in connection with the
      performance of its services.  The total amount of
      reimburseable expenses will not exceed $10,000, unless
      agreed to by the Debtors.

NOTE: this info is from its Web site. declaration is not
available.
Mark A. Filippell, a managing director at Western Reserve, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                     About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.


SOVRAN LLC: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Sovran LLC
        4405 7th Ave. SE, Suite 301
        Lacey, WA 98503

Bankruptcy Case No.: 11-45107

Chapter 11 Petition Date: June 23, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Debtor's Counsel: Richard G. Birinyi, Esq.
                  BULLIVANT HOUSER BAILEY PC
                  1601 5th Ave Suite 2300
                  Seattle, WA 98101-1618
                  Tel: (206) 292-8930
                  E-mail: rick.birinyi@bullivant.com

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

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

The petition was signed by K. Frank Kirkbride, co-manager.

Debtor's List of five Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Sovran Property Fund      Monies Loaned          $2,800,000
4405 7th Ave. SE,
Suite 301
Lacey, WA 98503

Sovran Development        Monies Loaned          $1,874,185
Napavine No. 1 LLC
4405 7th Ave. SE,
Suite 301
Lacey, WA 98503

Sovran Development        Monies Loaned          $377,610
Tumwater No. LLC
4405 7th Ave. SE,
Suite 301
Lacey, WA 98503

Ruby Hancock              Trade debt             $35,449
158 Alderwood Road
Centralia, WA 98531

Neil Amondson             Trade debt             $9,255


SPECIALTY TRUST: Odyssey Capital OK'd to Tabulate Plan Ballots
--------------------------------------------------------------
The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada authorized The Official Committee of Equity
Holders in the bankruptcy cases of Specialty Trust Inc., to retain
Odyssey Capital Group LLC to tabulate ballots on the competing
plans of reorganizations for the Debtors.

As reported in the Troubled Company Reporter on May 19, 2011,
both the Equity Committee and the Debtors' Plans call for the
appointment of a ballot tabulator.  In its motion, the Equity
Committee said the panel and the Debtors are familiar with the
professional standing and reputation of Odyssey and agree that
employing the firm as ballot tabulator is in the best interest of
all parties.

The panel said Odyssey will tabulate the more than 600 ballots to
be cast on the Plans.  The Committee and the Debtors have agreed
to pay the firm a flat rate of $5,000 for its services.

Grant Lyon, the Debtors' chief restructuring officer, is the
president of Odyssey.  However, both the Committee and the Debtors
agree that neither Odyssey nor Mr. Lyon represent any interest
adverse to the Committee, the Debtors or their estates.

As reported by the TCR, a confirmation showdown will be held
June 3, 2011, at 2:00 p.m. on the First Amended Chapter 11 Plan of
Reorganization proposed by Specialty Trust Inc. and its debtor
affiliates, and the rival Chapter 11 Plan of Reorganization
proposed by the Equity Committee.  Judge Gregg W. Zive granted
conditional approval of a Joint Disclosure Statement explaining
both plans on April 28.  Voting deadline is May 23.  Objections to
the adequacy of the Joint Disclosure Statement or to either plan,
including the Debtors' objections to the Equity Committee's Plan
and vice versa, if any, are also due May 23.

The Court's approval of the Disclosure Statement is subject to
final approval at the confirmation hearing.

Summaries of the Debtors' and Equity Committee's Plans were
reported in the April 8 and April 21 editions of the Troubled
Company Reporter.

Creditors and other entities entitled to vote may vote to accept
or reject both Plans.  If one votes to accept both Plans, it may
indicate whether it prefers the Debtors' or the Equity Committee's
Plan.

                       About Specialty Trust

Specialty Trust Inc. is a privately held Maryland corporation that
acquires and holds, in a tax-advantaged real estate investment
trust structure, mortgage loans and mezzanine loans secured by
real property located primarily in Nevada, Arizona and California,
and interests in entities owning real estate that was acquired
through foreclosure of mortgage loans made by ST and mezzanine
loans.

Reno, Nevada-based Specialty Trust filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 10-51432) on April 20, 2010.
Affiliates Specialty Acquisition Corp. (Bankr. D. Nev. Case No.
10-51437) and SAC II (Bankr. D. Nev. Case No. 10-51440) filed
separate Chapter 11 petitions.

Sallie B. Armstrong, Esq., and Michelle N. Kazmar, Esq., at Downey
Brand LLP, in Reno, Nevada; and Ira D. Kharasch, Esq., Scotta E.
McFarland, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, Calif., serve as the Debtor's
bankruptcy counsel.

On May 24, 2010, a committee of equity holders was appointed.
On Sept. 2, 2010, the Court appointed Grant Lyon as chief
restructuring officer of the Debtors.

In its schedules, Specialty Trust disclosed assets of $201,452,048
and liabilities of $109,022,194 as of the petition date.  In its
amended schedules, Specialty Acquisition disclosed assets of
$3,886,113 and liabilities of $49,068,173 as of the petition date.
In its amended schedules, SAC II disclosed assets of $40,955,000
an liabilities of $39,445,118 as of the petition date.


SWADENER INVESTMENT: Wants Time for Plan; Talks Not Yet Complete
----------------------------------------------------------------

Swadener Investment Properties, LLC, asks the U.S. Bankruptcy
Court for the Northern District of Oklahoma for an extension of 30
days or until July 20, 2011, of its exclusive period to file a
disclosure statement and plan of reorganization.

The Debtor says it has not completed its negotiations with its
secured creditors with hopes that consensual plan terms can be
agreed upon.

                    About Swadener Investment

Tulsa, Oklahoma-based Swadener Investment Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bank. N.D. Okla. Case No.
11-10322) on Feb. 18, 2011.  Scott P. Kirtley, Esq., at Riggs,
Abney, Neal, Turpen, Orbison, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate Pecan Properties, Inc. (Bankr. N.D. Okla. Case No. 11-
10323) filed a separate Chapter 11 petition.


SYMPHONYIRI GROUP: S&P Assigns 'B+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chicago, Ill.-based SymphonyIRI Group Inc. The
rating outlook is stable.

"At the same time, we assigned SymphonyIRI's $450 million secured
first-lien credit facilities our issue rating of 'B+' (at the same
level as the 'B+' corporate credit rating) with a recovery rating
of '3', indicating our expectation of meaningful (50%-70%)
recovery for debtholders in the event of a payment default. The
facilities consist of a $50 million revolving credit facility due
2016 and a $400 million term loan B due 2017," S&P said.

"The 'B+' corporate credit rating incorporates our assumptions of
modest revenue growth and fairly stable credit measures over the
intermediate term," said Standard & Poor's credit analyst Andy
Liu.

SymphonyIRI's market measurement segment is mature and accounts
for a majority of the company's revenues. Future revenue and
EBITDA growth will mainly be driven by the faster growing but
smaller solutions and services segment. Assuming SymphonyIRI won't
be overly aggressive in pursing expiring client contracts at
Nielsen Co. B.V. (its major competitor), key credit measures
should gradually improve over time.

The rating outlook on SymphonyIRI is stable. "Over the medium
term, we expect modest revenue and EBITDA growth. We also expect
the company to generate positive discretionary cash flow over the
same horizon. This should enable to SymphonyIRI to gradually
decrease its debt leverage. If the company is unable to generate
positive discretionary cash flow or maintain a sufficient margin
of compliance with covenants, likely caused by client losses or
unproductive investments in pursuit of new clients, we could lower
the rating. On the other hand, if SymphonyIRI is able to gain
market share against peers and meaningfully expands its EBITDA
margin while keeping leverage at or below current levels, we could
raise the rating," S&P related.


TASANN TING: Ordered to Pay $10,000 More to Lender
--------------------------------------------------
Judge Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California has ordered Tasann Ting Group,
Inc. another $10,000 per month beginning on June 1, 2011, and
continuing on the first of every month thereafter, with a back
payment of $10,000 to be paid for the month of May 2011, to Cathay
Bank.

The payments will be made in certified funds and Cathay Bank may
apply the funds to the Debtor's obligation without prejudice to
any of the Bank's rights or remedies.

The payments are in addition to the $60,000 the Debtor is
currently paying to Cathay Bank.  As reported in the June 14, 2011
edition of the Troubled Company Reporter, the Bankruptcy Court
denied Cathay Bank's request to terminate the automatic stay of
the Debtor's property.  The Court also ordered the Debtor at that
time to pay Cathay Bank $60,000 per month beginning on May 1,
2011, and continuing on the first of every month thereafter.  The
Debtor must also pay $23,080 per month for property taxes.

Cathay Bank previously stated that the Debtor owed it $17 million,
secured by the real property known as 39889 Eureka Drive, in
Newark, California and all concomitant buildings, fixtures,
improvements, easements and personal property consisting of all
equipment, fixtures and other articles of personal property.

Under the Court's recent ruling, the Debtor is also authorized to
use cash collateral solely to maintain the Eureka Drive Property
and any related improvement, by paying (i) $800 per month in
development association dues; (ii) $500 per month for liability
insurance coverage; (iii) $800 per month for landscaping and
building repairs; and (iv) $2,800 per month in utilities and water
usage.

The Court entered its ruling upon Cathay Bank's motion to restrict
the use of cash collateral and segregate cash collateral.  A
further hearing on the Motion will be held on July 25, 2011.

The Debtor is also ordered to provide Cathay Bank an accounting of
the security deposit it received from Goten Corporation and an
accounting of the operating expense payment it has been receiving
from Goten.

If the Debtor fails to make the payments or provide the
information requested, it will have a 15-day grace period to make
the payments or provide the information requested.

                  About Tasann Ting Group, Inc.

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its scheduled, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


TERRESTAR NETWORKS: February Debtors OK'd to Employ Deloitte Tax
----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized the TerreStar Networks
affiliates designated as the "February Debtors" to employ Deloitte
Tax LLP as their tax services provider.

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

                     About TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TERRESTAR NETWORKS: CIBC World Approved as Financial Advisors
-------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized, on a final basis,
TerreStar Network Holdings (Canada) Inc. and TerreStar Networks
(Canada) Inc., to employ CIBC World Markets Inc., as financial
advisor.

CIBC is expected to, among other things:

   a. assist in reviewing and analyzing the business plan and
      financial projections prepared by the TerreStar Canada
      Debtors;

   b. provide strategic advice with regard to restructuring,
      reorganizing, or repaying the TerreStar Canada Debtors' debt
      or credit obligations;

   c. to the extent directed by the TerreStar Canada Debtors,
      prepare written work product to be utilized by the TerreStar
      Canada Debtors in the Chapter 11 cases.

The Debtors will pay CIBC its monthly advisory fee equal to
$125,000, with guaranteed payment (subject to the limitations
contained in the Engagement Letter) for not less than four and not
more than six months of work.

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

                   About TerreStar Corporation

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.

The Garden City Group, Inc., is the claims and noticing agent in
the Chapter 11 cases.  Otterbourg Steindler Houston & Rosen P.C.
is the counsel to the Official Committee of Unsecured Creditors
formed in TSN's Chapter 11 cases.  FTI Consulting, Inc., is the
Committee's financial advisor.


TOLL BROTHERS: S&P Lowers Corporate Credit Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pennsylvania-based Toll Brothers Inc. and its
subsidiary, Toll Brothers Finance Corp., to 'BB+' from 'BBB-'. "We
also lowered our ratings on roughly $1.5 billon of senior
unsecured notes to 'BB+' from 'BBB-'. We assigned our '3' recovery
rating to the notes, indicating our expectation for meaningful
(50%-70%) recovery," S&P said.

"We lowered our rating on Toll Brothers because we are now of the
opinion that the U.S. housing market recovery will be weaker than
we previously anticipated," said Standard & Poor's credit analyst
James Fielding. "Toll Brothers maintains a satisfactory business
profile and, in our view, is better positioned relative to most
homebuilding peers to eventually achieve sustained profitability,
despite the difficult operating environment."

"We continue to expect moderate top-line growth as the company
opens new communities and expands its market share in the luxury
housing segment. However, we believe it will take longer than we
previously thought for Toll's key credit measures to fully recover
to their stronger, predownturn levels. As a result, we have
revised our assessment of Toll's financial risk profile to
significant from intermediate," S&P related.

"Our stable outlook acknowledges the company's strong liquidity
profile, which we expect will enable Toll Brothers to weather
another year or two of weak sales while investing in new
communities to develop its top line and eventually support better
earnings. We would lower our rating if investment in raw land or
distressed real estate portfolios is significantly more aggressive
than we currently anticipate and liquidity is no longer sufficient
to fund three years of anticipated needs (estimated at roughly $1
billion). While an upgrade is unlikely over the next 12 months
because of our expectation for more muted recovery prospects, we
would upgrade Toll Brothers if the market recovers and key credit
measures were maintained at levels consistent with an intermediate
financial risk (i.e., debt-to-EBITDA in the 2x to 3x range)," S&P
related.


TOLL ROAD: Moody's Downgrades Underlying Rating to 'Ba1'
--------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
underlying rating on the Toll Road Investors Partnership II LP's
Dulles Greenway Project Revenue Bonds. The rating outlook is
negative. The downgrade is based on continued traffic declines,
continued financial metric deterioration, weaker competitive
position due to increasingly expensive tolls, and Moody's
expectation that the company will be unable to meet future minimum
and total debt service requirements through toll increases alone.
These negatives are countered by strong liquidity, a growing
service area and high resident income levels that should support
some traffic growth and toll increases over time. TRIP II's bonds
are rated Baa1 based upon the financial strength of the insurer,
National Public Finance Guarantee (NPFG, rated Baa1, formerly
MBIA).

The negative outlook reflects the expected continuing trend of
traffic decline over the near term given an uncertain economic
recovery and rising gas prices. A secondary consideration is the
on-going litigation and claim for damages by the former operator,
Autostrade International of Virginia (AIV), whose contract was
terminated on May 5, 2010.

Traffic has continuously declined since 2005 by an annual average
rate (AAR) of 4.9% and it is down an additional 2% through April
2011 compared to the same period in 2010. While traffic has
declined, overall revenues have continued to increase thanks to
several toll increases. However, the pace of this revenue growth
has slowed significantly since 2007 and has not kept up with
increases in debt service, resulting in year-over-year weakening
of the minimum required debt service coverage ratio (DSCR). In
contrast, from 1999 to 2005, traffic grew at an AAR of 12.4%.

Scheduled debt service coverage declined to a relatively narrow
1.17 times in 2008, and then rose to 1.36 times in 2010 due to
toll rate increases in Jan. 1, 2009 and July 1, 2010. Another toll
rate increase is schedule for Jan. 1, 2012. While mandatory debt
service coverage remained stronger at 1.72 times in 2010,
mandatory coverage also has declined significantly from 2.65 times
in 2006. Though failure to make the early redemptions does not
constitute an event of default, to the extent they are not made
the debt will continue to accrete interest, making future debt
service requirements that much more onerous. Moody's notes that
mandatory and scheduled debt service are heavily back-loaded,
increasing to approximately $81 million by 2034 from $44 million
in 2011. Failure to keep up with early redemptions for four
consecutive years triggers an insurance event of default, but this
carries no consequences until 2036, when the bond insurer has the
right to accelerate the debt.

The impact of recent traffic declines is mitigated somewhat by the
significant flexibility built into TRIP II's debt structure. Debt
service in 2010 totaled $34.8 million, of which amount $27.6
million was mandatory. The remainder constituted scheduled early
redemptions, which TRIP II is only required to make to the extent
sufficient excess cash flow is available. These early redemptions
are, however, included in the calculation of the minimum debt
service coverage ratio (DSCR), which must be met in order to allow
excess cash to be transferred to the company.

As a result of its deteriorating financial performance, the
project failed to meet its restricted payments test in 2008 and
all excess cash flow has been subject to lock up since then. While
coverage in 2009 and 2010 passed the test, excess cash is not
released until the project complies with the test for at least
three consecutive years.  As of Dec. 31, 2010 the company had
$15.3 million in the Early Redemption Fund; $75.2 million in the
Early Redemption Reserve and well as $39.7 million in a cash-
funded Debt Service Reserve Fund (DSRF) and a $45 million DSRF
surety with NFFG.

Though the project has received regulatory approval for a series
of additional toll increases through 2020, Moody's believes that
the ability to continue to grow revenues through toll increases
may be diminishing due to increasing elasticity of demand. The
road is currently one of the most expensive in the US, with an
average rate per transaction of $3.73 in 2010 compared to the
adjacent Dulles Toll Road's average rate of $0.85. In 2006, the
average toll increased 29% and revenues increased 22%. Despite an
average toll increase of 21% in 2009, revenues only increased by
13% due to a 6.5% decline in traffic. . In 2010 the average toll
increase of 6% yielded only a 2% revenue increase. As a result,
the project may be challenged to meet its growing debt service
requirements if traffic growth does not resume natural growth
shortly.

TRIP II's rating could face downward pressure if traffic declines
continue over the next couple of years. . Since the 6% toll
increase in 2010 contributed to a 4% drop in traffic, Moody's
expects the scheduled toll rate increase in 2012 to result in a
3.5% traffic decline. Moody's assumptions result in a 0.98 times
scheduled DSCR in 2012 (1.55 times mandatory). While the rating is
unlikely to be upgraded in the near-to-medium term, the outlook
could be revised to stable if growth in traffic resumes within the
next 18 to 24 months and remains sustainable over the longer term.

The last underlying rating action was on Sept. 9, 2009 when the
Baa3 affirmed for TRIP II's Series 2005 and 1999 Bonds and the
rating outlook was revised to negative.

The principal methodology used in rating this issuer was
"Operational Toll Roads" published in December 2006.

TRIP II is a special purpose company that owns a concession to
operate the Dulles Greenway, a 14-mile long toll road extending
westward through Loudoun County, VA (rated Aaa) from Dulles
Airport to the Town of Leesburg (rated Aa1). TRIP II was acquired
by Macquarie Infrastructure Group in September of 2005.


ULTERRA HOLDINGS: S&P Raises Senior Secured Debt Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured debt
ratings on Fort Worth, Texas-based Ulterra Holdings Inc. to 'B'
(one notch higher than the corporate credit rating) from 'B-'. "We
also revised the recovery rating on these issues to '2',
indicating our expectation of substantial (70% to 90%)
recovery in the event of a payment default, from '3'," S&P said.

The rating actions reflect the decrease in secured debt and the
resulting higher recovery prospects for senior secured lenders
following the polycrystalline diamond compact (PDC) drill-bit
manufacturer's decision to downsize its senior secured credit
facility to $92.5 million from the initially contemplated $105
million. The facility, which matures in 2016, consists of an $82.5
million term loan and a $10 million revolving credit facility.
Ulterra has used the proceeds to pay down existing debt.

The ratings reflect Ulterra's very small size and scale in drill
bit manufacturing, its competitive position against some of the
largest oilfield services companies in the industry, a leveraged
capital structure, and cyclical end markets. The ratings also
reflect Ulterra's adequate liquidity profile, variable cost
structure, and its specialization on polycrystalline diamond
compact (PDC) drill bits, which benefit from the increasing trend
toward more complex horizontal wells (deeper depths and longer
laterals).

Ratings List
Ulterra Holdings Inc.
Corporate credit rating            B-/Stable/--

Rating Raised; Recovery Rating Revised
                                    To         From
Ulterra Drilling Technologies L.P.
Senior secured ratings             B          B-
   Recovery rating                  2          3


UNITED RENTALS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Greenwich, Conn.-based United Rentals Inc. to positive from
stable. "At the same time, Standard & Poor's affirmed its
ratings on United Rentals, including the 'B' corporate credit
rating," S&P said.

"The outlook revision reflects the potential for an upgrade if URI
continues to perform better than our expectations for the 'B'
rating," said Standard & Poor's credit analyst Sarah Wyeth. "We
believe URI will likely continue to benefit from improving
fundamentals in the equipment rental industry and generate
positive free cash flow in 2011 despite elevated capital
expenditures. This could result in leverage of about 4x within the
next 18 months."

The ratings reflect URI's aggressive financial profile with high
debt levels. The company's fair business risk profile primarily
reflects its leading position in the cyclical, highly competitive,
and fragmented equipment rental industry. URI is the biggest
player in the market, with a large and diverse rental fleet. The
company has good geographic and customer diversification. It also
benefits from good economies of scale for purchasing rental
equipment and has more flexibility to transfer equipment among
branches.

As an equipment rental company that primarily serves the U.S.
market, URI's performance is closely tied to the construction
spending cycle. "Nonresidential construction spending has
deteriorated meaningfully since late 2008, and we expect it to
continue to remain flat in 2011. Conditions in the equipment
rental industry have improved recently, partly due to contractors'
preference for renting versus buying equipment when projects are
relatively scarce or uncertain. The outlook is positive. We could
raise the ratings if the company appears likely to maintain its
improved credit measures and if it adheres to a financial policy
that could support a higher rating. We could raise the ratings if
the company sustains total debt to EBITDA of 4x-5x and it does not
purchase equipment to an extent that would result in meaningfully
negative free cash flow. We could revise the outlook to stable if
a reversal in the economic recovery erodes operating performance
more than we expect, or if URI pursues equipment expenditures that
are likely to result in more than $50 million negative free cash
flow," S&P said.


URBAN WEST: Wants Exclusive Plan Filing Period Extended to Nov. 4
-----------------------------------------------------------------
Urban West Rincon Developers II, LLC, and Rincon Developers Phase
II, LLC, seeks an extension of the exclusive period for them (i)
to file a plan of reorganization through Nov. 4, 2011, and (ii) to
obtain acceptances for that plan through Jan. 4, 2012.

The Debtors say their cases are not large in terms of numbers of
creditors, but a large amount of money is at stake in terms of
secured debt totaling $38 million.  The cases, according to the
Debtors, are also complex in that various partnership interests
raise questions unanswered by clear case law.

The Debtors add that they need more time to develop and present
information necessary to present a confirmable plan.

Moreover, the Debtors assert that their request is warranted as
they have made good faith progress towards reorganization, and are
paying their debts as those debts come due.

San Francisco, California-based Urban West Rincon Developers II,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Calif. Case No. 11-30924) on March 9, 2011.  Heinz Binder, Esq.,
and Roya Shakoori, Esq., at the Law Offices of Binder and Malter,
serves as the Debtor's bankruptcy counsel.


US AIRWAYS: CEO's Compensation Rose to $2.8 Million Last Year
-------------------------------------------------------------
U.S. Airways Group Inc. Chief Executive Doug Parker's
compensation rose 7% to $2.8 million last year based on a
calculation by The Associated Press from the company's proxy
statement, the news agency reported.

Mr. Parker's salary was unchanged at $550,000.  He got nothing
under a long-term incentive plan because the company's shares did
not perform better than the shares of other airlines from 2008
through 2010, AP reported.

Meanwhile, options awards valued at $1.1 million were down from
2009, but incentive pay of $987,800 was more than double the
$429,000 Mr. Parker got for 2009, according to the report.

US Airways is the fifth-biggest U.S. airline, and Mr. Parker's
pay is less than the CEOs of the other big U.S. carriers, notes
the report.

"While my compensation remains below those of other airline CEOs,
it is still a significant expense for our company and with this
level of compensation comes significant responsibility," Mr.
Parker wrote in a letter to employees.

"I take that responsibility very seriously and will continue to
do so as we continue to run a great operation, take care of our
customers and ensure US Airways is successful for many years to
come," he said.

The AP compensation formula calculates an executive's total
compensation during the last fiscal year by adding salary,
bonuses, perks, above-market interest the company pays on
deferred compensation, which Mr. Parker did not receive, and the
estimated value of stock and stock options awarded during the
year.

The AP formula does not count changes in the present value of
pension benefits, which makes the AP total slightly different in
most cases from the total reported by companies to the U.S.
Securities and Exchange Commission.

                        About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in
their restructuring efforts.  The USAir II bankruptcy plan became
effective on September 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative


US AIRWAYS: Investors Approve Six Proposals at Annual Meeting
-------------------------------------------------------------
In an 8-K filing dated June 9, 2011, with the U.S. Securities and
Exchange Commission, US Airways Group Inc. disclosed that its
investors voted on six proposals at the 2011 Annual Meeting of
Stockholders on June 9, 2011.

US Airways disclosed that the stockholders elected at the meeting
Douglas Parker and Bruce Lakefield to the company's Board of
Directors, and ratified the appointment of KPMG LLP as the
company's independent public accounting firm for the fiscal year
ending Dec. 31, 2011.

The stockholders also approved US Airways' 2011 Incentive Award
Plan and the compensation of certain executive officers of the
company.  Meanwhile, they turned down the proposal relating to
cumulative voting.

The stockholders recommended, on a non-binding advisory basis,
that a stockholder advisory vote on the compensation paid to some
of US Airways' executive officers should occur every year.

A copy of the SEC filing can be accessed without charge at
http://ResearchArchives.com/t/s?7646

                        About US Airways

US Airways --http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
(Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004.  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in
their restructuring efforts.  The USAir II bankruptcy plan became
effective on September 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                          *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative


US AIRWAYS: S&P Rates Class C Pass-Through Certificates at 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B (sf)' rating to
US Airways Inc.'s $83.193 million series 2011-1 Class C pass-
through certificates, with an expected maturity of Oct. 22, 2014.
The issue is a drawdown under a Rule 415 shelf registration.

"The 'B (sf)' rating is based on US Airways' credit quality,
substantial collateral coverage by good quality aircraft, and on
legal and structural protections available to the pass-through
certificates," said Standard & Poor's credit analyst Betsy Snyder.
The company will use the proceeds of the offering and the 2011-1
Class A and Class B series to refinance two A321-200, two A330-
200, and one A320-200 aircraft that were delivered in 2009-2010,
and four A321-200 aircraft to be delivered in September-October
2011. "Each aircraft's secured notes are cross-collateralized and
cross-defaulted, a provision that we believe increases the
likelihood that US Airways would affirm the notes (and thus
continue to pay on the certificates) in bankruptcy," S&P said.

The pass-through certificates benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code.
"However, because the Class C certificates do not have a dedicated
liquidity facility (as do the Class A and Class B certificates),
we do not analyze them as enhanced equipment trust certificates
(EETCs)," S&P noted.

The rating applies to a unit consisting of certificates
representing the trust property and escrow receipts, initially
representing interests in deposits (the proceeds of the
offerings). The escrow deposits are held by a depositary bank, The
Bank of New York Mellon (AA-/Stable/A-1+), pending paying off
existing debt on the planes (which should be accomplished by
October 2011). Amounts deposited under the escrow agreements are
not property of US Airways and are not entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, and any default arising
under an indenture solely by reason of the cross-default in such
indenture may not be of a type required to be cured under Section
1110. Any cash collateral held as a result of the cross-
collateralization of the equipment notes also would not be
entitled to the benefits of Section 1110. Neither the certificates
nor the escrow receipts may be separately assigned or transferred.

"We believe that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario. In contrast to most EETCs issued before 2009, the cross-
default would take effect immediately in a bankruptcy if US
Airways rejected any of the aircraft notes. This should prevent US
Airways from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy," S&P noted.

"We consider the collateral pool overall to be of good quality.
The largest proportion of appraised value, about 57%, consists of
A321-200's. The A321-200 is the largest version of Airbus' popular
A320 narrowbody family of planes. The A321-200 has not been as
successful as the A320 or smaller A319, but nonetheless is
operated by 68 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders). Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016. It is too early to tell
how popular this option will be, and we believe a lot will depend
on how much more expensive the NEO is. If widely adopted, sale of
NEO planes could depress somewhat residual values of existing-
technology Airbus narrowbody planes. However, this effect is most
likely for older planes in the A320 family (e.g. those delivered
in the 1990's), rather than the recently delivered A321-200s and
A320s in the 2011-1 collateral pool," according to S&P.

The second-largest proportion of aircraft securing the
certificates is A330-200s, a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 67
airlines worldwide. It will face more serious competition when
large numbers of Boeing's long-delayed B787 are delivered. Still,
it will take a while for this to occur, even if Boeing is able to
make its first delivery later in 2011. The final, and smallest,
proportion of value, about 8%, is represented by A320-200s. This
model is Airbus' most successful plane, with a very wide user base
around the world. Airbus will offer a new engine option on this
plane in the middle of this decade.

The initial loan-to-value of the Class C certificates is 85.6%,
using the appraised base values and depreciation assumptions in
the offering memorandum. "However, we focused on more conservative
maintenance-adjusted appraised values (not disclosed in the
offering memorandum). We also use more conservative depreciation
assumptions for all of the planes than those in the prospectus.
We assumed that, absent cyclical fluctuations, values of the A321-
200s and A330-200s would decline by 6.5% of the preceding year's
value per year, and the A320-200s 6%. Using those assumptions, our
initial loan-to-value is 89.7%, higher than those of most other
recently-rated aircraft-backed debt. Our 'B (sf)' rating on the
Class C certificates is lower than our 'BBB (sf)' rating on the
Class A certificates and 'B+ (sf)' rating on the Class B
certificates because of a higher loan-to-value, the fact that the
Class C certificates are subordinated to the more senior
certificates, and because the Class C certificates do not have a
dedicated liquidity facility (which would, if needed, pay interest
on certificates if a bankrupt US Airways was making insufficient
payments to cover interest). Still, the Class C certificates
benefit from the fact that the aircraft notes that secure all the
certificates are cross-defaulted and cross-collateralized, which,
we believe, increases the likelihood that US Airways would affirm
the aircraft notes in bankruptcy," S&P related.

"Our ratings on US Airways reflect our view of the consolidated
credit quality of parent US Airways Group Inc. We base the ratings
on US Airways Group's substantial debt and lease burden, limited
(though improving) liquidity, and participation in the high-risk
U.S. airline industry. The ratings also incorporate the company's
better-than-average operating costs. Tempe, Ariz.-based US Airways
Group is the fifth-largest U.S. airline, carrying about
8% of industry traffic. We characterize the company's business
profile as vulnerable and its financial profile as highly
leveraged," S&P continued.

"We expect US Airways' financial profile to remain fairly stable
over the next two years, with EBITDA interest coverage 1.6x-2.0x
and funds from operations (FFO)/debt in the low-teen percent area.
We believe that an upgrade is not likely over the near-term, but
could occur if FFO/debt moves consistently into the high-teens
percent area and unrestricted cash and short-term investments
increase to more than $2.5 billion. With US Airways' improved
operating performance and liquidity, we also believe a downgrade
is unlikely over the near term. However, if a stalled U.S.
economic recovery or serious oil price spike caused sustained
losses, causing liquidity to fall to below $1 billion, we could
lower ratings," S&P added.

Ratings List
US Airways Inc.
US Airways Group Inc.
Corporate credit rating                          B-/Stable/--

New Ratings Assigned
US Airways Inc.
Series 2011-1 Class C pass-through certificates   B (sf)


US AIRWAYS: S&P Rates $94.283MM Class B Certificates at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB (sf)' rating
to US Airways Inc.'s $293.944 million series 2011-1 Class A pass-
through certificates, with an expected maturity of Oct. 22, 2023.
At the same time it assigned its 'B+ (sf)' rating to the $94.283
million Class B pass-through certificates, with an expected
maturity of Oct. 22, 2018. The final legal maturities will be 18
months after the expected maturity. The issues are drawdowns under
a Rule 415 shelf registration.

"The 'BBB (sf)' and 'B+ (sf)' ratings are based on US Airways'
credit quality, substantial collateral coverage by good quality
aircraft, and on legal and structural protections available to the
pass-through certificates," said Standard & Poor's credit analyst
Betsy Snyder. "The company will use the proceeds of the offering
to refinance two A321-200, two A330-200, and one A320-200 aircraft
that were delivered in 2009-2010, and four A321-200 aircraft to be
delivered in September-October 2011.  Each aircraft's secured
notes are cross-collateralized and cross-defaulted, a provision
that we believe increases the likelihood that US Airways would
affirm the notes (and thus continue to pay on the certificates) in
bankruptcy."

The pass-through certificates are a form of enhanced equipment
trust certificates (EETC), and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
a liquidity facility provided by Natixis S.A. (A+/Stable/A-1). The
liquidity facility is intended to cover up to three semiannual
interest payments, a period during which collateral could be
repossessed and remarketed by certificateholders following any
default by the airline, or to maintain continuity of interest
payments as certificateholders negotiate with US Airways in a
bankruptcy with regard to certificates.

The ratings apply to a unit consisting of certificates
representing the trust property and escrow receipts, initially
representing interests in deposits (the proceeds of the
offerings). The escrow deposits are held by a depositary bank, The
Bank of New York Mellon (AA-/Stable/A-1+), pending paying off
existing debt on the planes (which should be accomplished by
October 2011). Amounts deposited under the escrow agreements are
not property of US Airways and are not entitled to the benefits of
Section 1110 of the U.S. Bankruptcy Code, and any default arising
under an indenture solely by reason of the cross-default in such
indenture may not be of a type required to be cured under Section
1110. Any cash collateral held as a result of the cross-
collateralization of the equipment notes also would not be
entitled to the benefits of Section 1110. Neither the certificates
nor the escrow receipts may be separately assigned or transferred.

"We believe that US Airways views these planes as important and
would, given the cross-collateralization and cross-default
provisions, likely affirm the aircraft notes in a bankruptcy
scenario. In contrast to most EETCs issued before 2009, the cross-
default would take effect immediately in a bankruptcy if US
Airways rejected any of the aircraft notes. This should prevent US
Airways from selectively affirming some aircraft notes and
rejecting others (cherry-picking), which often harms the interests
of certificateholders in a bankruptcy," S&P stated.

"We consider the collateral pool overall to be of good quality.
The largest proportion of appraised value, about 57%, consists of
A321-200s. The A321-200 is the largest version of Airbus' popular
A320 narrowbody family of planes. The A321-200 has not been as
successful as the A320 or smaller A319, but nonetheless is
operated by 68 airlines worldwide, many more than Boeing's
competing B737-900ER (although the latter is a newer model and
thus has had less time to attract orders). Airbus has announced
that it will offer a more fuel-efficient new-engine-option (NEO)
on its narrowbody planes starting in 2016. It is too early to tell
how popular this option will be, and we believe a lot will depend
on how much more expensive the NEO is. If widely adopted, sale of
NEO planes could depress somewhat residual values of existing-
technology Airbus narrowbody planes. However, this effect is most
likely for older planes in the A320 family (e.g. those delivered
in the 1990s), rather than the recently delivered A321-200's and
A320's in the 2011-1 collateral pool," S&P continued.

The second-largest proportion of aircraft securing the
certificates is A330-200s, a small, long-range widebody plane.
This model, which incorporates newer technology than Boeing's
competing B767-300ER, has been successful, and is operated by 67
airlines worldwide. It will face more serious competition when
large numbers of Boeing's long-delayed B787 are delivered. Still,
it will take a while for this to occur, even if Boeing is able to
make its first delivery later in 2011. The final, and smallest,
proportion of value, about 8%, is represented by A320-200's. This
model is Airbus' most successful plane, with a very wide user base
around the world. Airbus will offer a new engine option on this
plane in the middle of this decade.

The initial loan-to-value of the Class A certificates is 53.4% and
of the Class B certificates 70.5%, using the appraised base values
and depreciation assumptions in the offering memorandum. "However,
we focused on more conservative maintenance-adjusted appraised
values (not disclosed in the offering memorandum). We also use
more conservative depreciation assumptions for all of the planes
than those in the prospectus. We assumed that, absent cyclical
fluctuations, values of the A321-200s and A330-200s would decline
by 6.5% of the preceding year's value per year, and the A320-200s
6%. Using these values and assumptions, the Class A initial loan-
to-value is higher, 56.5%, and rises slightly to close to 60% at
its highest point, before declining gradually. The Class B initial
loan-to-value, using our assumptions, is about 74.4%, and peaks at
close to 79% before declining. Our analysis also considered that a
full draw of the liquidity facility, plus interest on those
draws represents a claim senior to the certificates. This amount
is somewhat higher (as a percent of asset value) than for EETCs
issued recently by other U.S. airlines, but is similar to that of
many other, earlier EETCs. Initially, a full draw, with interest,
is equivalent to about 8.5% of asset value, using our
assumptions," S&P related.

"Our ratings on US Airways reflect our view of the consolidated
credit quality of parent US Airways Group Inc. We base the ratings
on US Airways Group's substantial debt and lease burden, limited
(though improving) liquidity, and participation in the high-risk
U.S. airline industry. The ratings also incorporate the company's
better-than-average operating costs. Tempe, Ariz.-based US Airways
Group is the fifth-largest U.S. airline, carrying about 8% of
industry traffic. We characterize the company's business profile
as vulnerable and its financial profile as highly leveraged," S&P
said.

"We expect US Airways' financial profile to remain fairly stable
over the next two years, with EBITDA interest coverage 1.6x-2.0x
and funds from operations (FFO)/debt in the low-teen percent area.
We believe that an upgrade is not likely over the near-term, but
could occur if FFO/debt moves consistently into the high-teens
percent area and unrestricted cash and short-term investments
increase to more than $2.5 billion. With US Airways' improved
operating performance and liquidity, we also believe a downgrade
is unlikely over the near term. However, if a stalled U.S.
economic recovery or serious oil price spike caused sustained
losses, causing liquidity to fall to below $1 billion, we could
lower ratings," S&P added.

Ratings List

US Airways Inc.
US Airways Group Inc.
Corporate credit rating                          B-/Stable/--

New Ratings Assigned
US Airways Inc.

Series 2011-1 Class A pass-through certificates   BBB (sf)
Series 2011-1 Class B pass-through certificates   B+ (sf)


VEC LIQUIDATING: Seek Return of 35% Cash Flow of Canadian Assets
----------------------------------------------------------------
VEC Liquidating Corporation and its Debtor affiliates and the
Official Committee of Unsecured Creditors ask the U.S. Bankruptcy
Court for the District of Delaware to compel ComVest Investment
Partners and Velocity Acquisition I LLC to comply with the terms
of the Court's order approving a settlement entered into among the
Debtors, the Committee, Velocity Acquisition I, and Burdale
Capital Finance, Inc.

In addition, the Debtors and the Committee want the Court to
compel the ComVest Parties to turnover 35% of the "free cash flow"
of the Canadian Business, which totals approximately $655,259
through the fourth quarter of 2010.

The Debtors previously commenced a sale process involving ComVest
Velocity Acquisition I LLC as the stalking horse.  The Committee
objected to the sale but the parties were able to come up with a
settlement which was approved by the Court.

The Sale Settlement provides, among other things, that the
Purchaser must remit 35% of the free cash flow of the Canadian
Business to the Debtor's estates.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that after the Court approved the
Sale Settlement, the Debtors and the Committee tried on numerous
occasions to compel the ComVest Parties to comply with the on-
going obligation under the Sale Agreement, without success.

Mr. Cleary contends that the failure and refusal of the ComVest
Parties to comply with the terms of the Sale Settlement and their
refusal to remit the cash has caused the estate to incur
unnecessary fees and expenses and delayed the administration of
the Chapter 11 cases, to the detriment of the Debtors' estates and
their creditors.

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13294) on Sept. 24, 2009.
The Company disclosed assets of $94.1 million and debt of $120.6
million as of Sept. 1, 2009.

Velocity subsequently changed its name to VEC Liquidating
Corporation.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


WARNACO INC: Moody's Affirms Corporate Family Rating at 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded Warnaco Inc. and Warnaco of
Canada Company's asset-based revolving credit facilities to Baa1
from Baa2. Warnaco Inc. and Warnaco of Canada Company are wholly
owned subsidiaries of The Warnaco Group, Inc. All other ratings,
including Warnaco's Ba1 Corporate Family and Probability of
Default Ratings were affirmed. The Corporate Family Rating outlook
remains stable. The rating action concludes the review for
possible upgrade of the asset-based revolving credit facility that
commenced on June 6, 2011.

RATINGS RATIONALE

The upgrade of the asset based credit facilities reflects the
additional loss absorption available for these facilities
following the closing of the company's $200 million term loan B.

Warnaco's Ba1 Corporate Family Rating continues to reflect its
solid market position, its strong credit metrics and good
liquidity as well as broad channel diversification. The ratings
are also supported by the company's good operating margins and its
track record of consistent organic growth primarily fueled by
strong international growth of the company's Calvin Klein Jeans
and Calvin Klein Underwear businesses. The company's rating is
constrained by its narrow product focus, high concentration on the
reputation and image of the Calvin Klein brand, as well as
susceptibility to weakness in discretionary consumer spending
inherent in the apparel industry. The company's financial leverage
remains moderate; debt/EBITDA (incorporating Moody's standard
analytical adjustments) is estimated to be around 2.0 times
following the closing of the $200 million term loan B.

The stable rating outlook reflects expectations Warnaco will
sustain operating performance, invest in growth initiatives and
maintain balanced financial policies.

Upward rating momentum could develop over time if the company is
able to meaningfully diversify concentration risk around the
Calvin Klein brand and its limited product categories while
maintaining strong liquidity and credit metrics near current
levels. That a significant majority of the company's debt is
secured also constrains upward rating momentum.

Ratings could be downgraded if there is a persistent decline in
revenues or operating margins. Ratings could also be downgraded if
the company adopted significantly more aggressive financial
policies. Quantitatively, the rating could be downgraded if
adjusted operating margins materially erode from current levels or
debt/EBITDA is sustained above 3.0 times.

These ratings were upgraded and LGD assessments amended:

Warnaco Inc.

   -- $270 million asset based revolver due August 2013 to Baa1
(LGD 2, 12%) from Baa2 (LGD 2, 20%)

Warnaco of Canada Company

   -- $30 million asset based revolver due August 2013 to Baa1
(LGD 2, 12%) from Baa2 (LGD 2,20%)

These ratings were affirmed:

The Warnaco Group, Inc.

   -- Corporate Family Rating at Ba1

   -- Probability of Default Rating at Ba1

Warnaco Inc.

   -- $200 million term loan B due in June 2018 at Ba1
(LGD 3, 46%)

The principal methodology used in rating Warnaco Group Inc. was
the Global Apparel Industry Methodology, published May 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA,
published June 2009.


WATERSONG APARTMENTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Watersong Apartments, L.P., filed with the U.S. Bankruptcy Court
for the Southern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,750,000
  B. Personal Property              $454,930
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,400,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,051,642
                                 -----------      -----------
        TOTAL                    $10,204,930      $15,451,642

                  About Watersong Apartments, L.P

Heaadquartered in Solana Beach, California, Watersong Apartments,
L.P., filed for Chapter 11 bankruptcy protection on April 2, 2011
(Bankr. S.D. Calif. Case No. 11-05632).  Bankruptcy Judge Louise
DeCarl Adler presides over the case.  The Debtor estimated assets
at $10 million to $50 million and debts at $1 million to
$10 million.

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 Watersong Apartments,
L.P. have expressed interest in serving on a committee.


WATERSONG APARTMENTS: Taps Reeder Law as Insolvency Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Watersong Apartments, L.P., to employ Reeder Law
Corporation as general insolvency counsel.

Reeder Law is expected to, among other things:

   -- advise the Debtor regarding the strategy in its Chapter 11
      case;

   -- interact with and negotiate with creditors; and

   -- prepare the disclosure statement and plan of reorganization.

The hourly rates of the firm's personnel are:

         David M. Reeder, Esq.              $375
         Paralegals and Greduate Law Clerks $145

The firm received a prepetition retainer of $26,039.  The payments
were made by Barry S. Nussbaum, Inc.  Barry S. Nussbaum is the
managing member of BNC Investments, LLC, the general partner of
BNC Watersong, L.P., which is the general partner of the Debtor.
The retainer balance is $22,037 after application of prepetition
fee and filing fee.

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

The firm can be reached at:

         David M. Reeder, Esq.
         REEDER LAW CORPORATION
         1800 Century Park East, Suite 1200
         Los Angeles, CA 90067
         Tel: (310) 557-8911
         Fax: (310) 557-0380
         E-mail: david@reederlaw.com

                  About Watersong Apartments, L.P

Heaadquartered in Solana Beach, California, Watersong Apartments,
L.P., filed for Chapter 11 bankruptcy protection on April 2, 2011
(Bankr. S.D. Calif. Case No. 11-05632).  Bankruptcy Judge Louise
DeCarl Adler presides over the case.  The Debtor estimated assets
at $10 million to $50 million and debts at $1 million to
$10 million.

The U.S. Trustee has not appointed a creditors committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


WILLIAM COS: Fitch Puts 'BB' Debenture Rating on Negative Watch
---------------------------------------------------------------
Fitch Ratings has placed The Williams Companies, Inc.'s Issuer
Default Rating and debt ratings on Rating Watch Negative. The
action follows the announced proposal by WMB to acquire Southern
Union Company (SUG; IDR 'BBB-') for $39.00 per share in cash. In
addition, Fitch has affirmed with a Stable Outlook ratings for
Williams Partners L.P. Fitch has also affirmed its ratings for WPZ
affiliates, Williams Partners Finance Corporation, Northwest
Pipeline GP, and Transcontinental Gas Pipeline Company, LLC.
Approximately $9.1 billion of outstanding long-term debt is
affected.

WMB's placement on Rating Watch Negative reflects the substantial
uncertainty surrounding the details of the proposed acquisition
and pro forma operating structure, transactional risk and the
potential for additional leverage at WMB. Fitch assumes that WMB
would plan on selling some of its acquired assets and use proceeds
to reduce debt. Fitch also assumes that WMB's planned third
quarter IPO of WPX Energy is still on track. However, credit
implications of the proposed SUG purchase and any potential
deleveraging of are unclear.

The rating affirmations for WPZ, NWP and TGPL reflect the limited
direct effect an acquisition of SUG would be expected to have on
the credit profiles of these entities. However, should the
transaction lead to asset dropdowns requiring financing at WPZ,
which is likely, Fitch will assess the details of the transactions
as they are identified.

Fitch places these ratings on Rating Watch Negative:

The Williams Companies, Inc.

   -- IDR 'BBB-';

   -- Senior unsecured debt 'BBB-';

   -- Junior subordinated convertible debentures 'BB'.

Fitch affirms these ratings with a Stable Outlook:

Williams Partners L.P.

   -- IDR at 'BBB-';

   -- Senior unsecured debt at 'BBB-'.

Williams Partners Finance Corporation

   -- IDR at 'BBB-';

   -- Senior unsecured debt at 'BBB-'.

Transcontinental Gas Pipeline Company, LLC

   -- IDR at 'BBB';

   -- Senior unsecured debt at 'BBB'.

Northwest Pipeline GP

   -- IDR at 'BBB';

   -- Senior unsecured debt at 'BBB'.


WILHITE ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Wilhite Enterprises, Inc.
        3321 Lee Road 54
        Opelika, AL 36804

Bankruptcy Case No.: 11-80909

Chapter 11 Petition Date: June 21, 2011

Court: United States Bankruptcy Court
       Middle District of Alabama (Opelika)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ HUGHES & HILL, LLC
                  1784 Taliaferro Trail, Suite A
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/almb11-80909.pdf

The petition was signed by Terry Wilhite.


WINGATE AIRPORT: Court Declares Wyndham Hotel a S.A.R.E.
--------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada granted the request of 2009-1 CRE Venture LLC
to determine that all property owned by Wingate Airport South LLC
is a "single asset real estate."

According to 2009-1 CRE Venture, the Debtor is not currently
conducting business on Wyndham Hotel and land in 355 E. Warm
Springs Road, Las Vegas, Nevada -- other than developing the
property to operate as a Wyndham Hotel.  Because the Debtor's sole
business on the real property involves developing the property,
it is clear that Debtor has no business other than operating the
Property and activities incidental to the operation of the
property.  Thus, the Property meets the final prong of the
definition of single asset real estate under Bankruptcy Code
Section 101(51B).

When the Debtor filed for bankruptcy in February 2011, the Debtor
owed $1.29 million to 2009-1 CRE Venture, plus legal, foreclosure
and appraisal fees.

Bob L. Olson, Esq., at Greenberg Traurig LLP represents 2009-1 CRE
Venture.

Las Vegas, Nevada-based Wingate Airport South, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11950) on Feb. 11, 2011.  In its schedules, the Debtor disclosed
$12,000,000 in assets and $9,497,529 in liabilities as of the
Petition Date.


WOLVERINE TUBE: Emerges From Chapter 11 Bankruptcy
--------------------------------------------------
Wolverine Tube, Inc has emerged from Chapter 11 bankruptcy
protection effective June 28, 2011, pursuant to a Plan of
Reorganization approved by the U.S. Bankruptcy Court for the
District of Delaware.

"As planned, Wolverine maintained its business as usual through
the reorganization process, paid all unsecured creditors in full,
and successfully completed the restructuring with significantly
reduced debt," said Steven S. Elbaum, Chairman of Wolverine.  "As
a result, Wolverine has a manageable amount of debt, tangible net
equity of an estimated $60-$70 million (subject to confirmation of
the "fresh start" accounting) and adequate liquidity to meet its
foreseeable working capital and capital investment needs."

Under the Plan, $139 million of senior secured notes and accrued
interest at the petition date has been converted to equity plus a
$30 million note.  The Company's defined pension plan was
terminated and assumed by the Pension Benefit Guaranty Corporation
(PBGC) in exchange for 5 percent equity in the Company and a
stream of payments over 11 years with a present value of
approximately $13 million.  The Company exits Chapter 11 as a
privately held company with its former senior secured noteholders
holding a substantial majority of the stock.  All old Wolverine
common and preferred shares are cancelled.

"We are very grateful to our employees, customers, suppliers and
partners for their support through this reorganization process,"
said Harold M. Karp, President and Chief Operating Officer.  "Our
business plan will focus on improving positive operating income,
free cash flow, and strengthening our competitiveness through
continuous improvements and new product development.  We are well
positioned to compete successfully."

                       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.


* Burleson LLP Adds 25 Attorneys to Texas, Pennsylvania Offices
---------------------------------------------------------------
With the addition of 25 attorneys to its offices in Houston, San
Antonio, and Pittsburgh, Burleson LLP has broadened its regional
and national footprint, further strengthening its ability to
provide the widest range of legal services to companies and
financial institutions in the oil and gas industry.

"Energy work has always been a major priority for our firm, but
the surge of activity in shale plays has been critical in shaping
our overall strategic direction," said Rick Burleson, managing
partner.  "Our focus on growth - in terms of capabilities,
attorneys, and physical office space - has extended our reach
significantly, enabling us to work on some of the largest and most
important transactions happening in the industry."

The latest wave of expansion includes:

* San Antonio.  The firm added eight new attorneys and two
  partners to its San Antonio location to support litigation and
  oil and gas title matters for companies operating in the Eagle
  Ford Shale.  The office, which now includes 17 lawyers, has
  moved to the Weston Center on the River Walk, where nearly
  10,000 square feet of space has been leased on the seventh floor
  of the building located at 112 East Pecan St.

* Pittsburgh. Eight lawyers and a partner have joined the
  Pittsburgh office, reinforcing the firm's transactional and
  litigation practice areas for companies with interests in the
  Marcellus and Utica Shale. Since opening in September 2009, the
  location has grown from four to 26 attorneys.

* Houston. Six new lawyers have been hired in Houston, where
  Burleson recently moved into new offices in the downtown
  Pennzoil Building, virtually doubling its square footage. The
  Houston location now occupies 20,407 square feet on the 11th
  floor of the building's North Tower at 700 Milam.

With this growth, the firm's portfolio of work in shale formations
now includes clients in the Marcellus, Bakken, Barnett, Eagle
Ford, Fayetteville, Haynesville, Utica, and Woodford plays, as
well as those with a presence in the Permian Basin.

                     About Burleson LLP

Burleson LLP -- http://www.burlesonllp.com-- has earned a
reputation as the energy law firm the energy industry goes to.  It
has grown significantly in recent years with over 85 attorneys and
offices in Houston, San Antonio, and Pittsburgh, Pennsylvania.
Serving clients in the upstream and midstream segments, the firm
provides counsel to oil and gas producers, transportation
companies, storage and processing businesses, and energy service
providers.  Burleson's far-reaching experience includes mergers,
acquisitions, and divestitures; finance; private equity; venture
capital; securities; corporate governance and compliance; patents
and intellectual property; title review; real estate; litigation;
and bankruptcy/restructuring, land use, and environmental law.


* William Blair & Company Adds Two Professionals to SSR Group
-------------------------------------------------------------
The investment banking group of William Blair & Company, a global
investment firm on Monday announced the expansion of its Special
Situations & Restructuring group with the addition of two new
professionals.  Suneel Mandava has been hired as a managing
director, and Sherri Toub as a senior associate.  Mr. Mandava and
Ms. Toub will be located in the firm's Chicago headquarters and
report to Geoffrey Richards, head of William Blair's SSR group.

"This expansion reinforces our commitment to provide exceptional
advice to our clients," Mr. Richards said.  "We are delighted to
have Suneel and Sherri join us.  Their combined depth and breadth
of restructuring knowledge, together with their creativity in
dealing with sophisticated capital structures, will add
significant value for our clients across all industry sectors."

Brent Gledhill, William Blair's global head of Corporate Finance,
added, "Our SSR group's specialized experience working on complex
transactions has unlocked hidden value and saved thousands of jobs
for many companies going through the restructuring process.  With
the hiring of Suneel and Sherri, we expand our ability to help
clients with unique balance sheet issues."

Since 2008, the SSR Group has completed 29 transactions across
multiple industries.  These include advising Waterworks (specialty
retailer), Max & Erma's, Inc. (casual dining restaurants), Renew
Energy (ethanol producer), LECG (professional services), Gulf
Fleet (marine supply vessels), Bi-Lo (grocery stores), and the
India/U.K. joint venture purchaser of Hartmarx (clothing
manufacturer and retailer).  Recently, the Turnaround Management
Association's Midwest/Chicago chapter named The Gores Group's
acquisition of National Envelope Corporation as the Large
Transaction of the Year for 2010.  William Blair led National
Envelope, which is the largest domestic envelope manufacturer and
has revenue of $750 million, through the Chapter 11 sale process.
This transaction was also awarded the Private Equity Turnaround
Deal of the Year by the Global M&A Network.

Mr. Mandava was previously a director with Lazard FrŠres & Co.
LLC's Financial Restructuring Group, and worked on transactions
within various industry sectors, including representing The
Tribune Company, Oglebay Norton, Tower Automotive, and SunCom
Wireless.  Before that he was a business analyst and senior vice
president at U.S.I. Holdings Corporation (previously a Capital Z
portfolio company), and an associate at Capital Z Partners.
Mr. Mandava earned a B.S. in economics from the University of
Pennsylvania Wharton School of Business, where he graduated magna
cum laude with a triple concentration in finance, accounting, and
statistics.

Ms. Toub was previously a senior associate in the business,
finance, and restructuring group at Weil, Gotshal & Manges LLP.
She has more than seven years of complex transaction experience in
an extensive range of restructuring and distressed M&A
engagements, both in and outside Chapter 11.  Ms. Toub received
her B.A. in english with distinction and honors from the
University of Michigan, and her J.D., cum laude and Order of the
Coif, from the Benjamin N. Cardozo School of Law.

                  About William Blair & Company

William Blair & Company, L.L.C. -- http://www.williamblair.com--
is a global investment firm offering investment banking, asset
management, equity research, and institutional and private
brokerage to individual, institutional, and issuing clients.  The
company is based in Chicago, with office locations including
Boston; London; New York; San Francisco; Shanghai; Wilmington,
Delaware; and Zurich.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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